Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 41)
CareView Communications, Inc.
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
(Title Class of Securities)
141743104
(CUSIP Number)
HealthCor Management, L.P.
55 Hudson Yards, 28th Floor
New York, New York 10001
Attention: Laurie Hadick
(212) 622-7800
With a Copy to:
Eugene McDermott
Locke Lord LLP
2800 Financial Plaza
Providence, RI 02903
(401) 276-6471
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 141743104 | 13D | Page 2 of 19 |
| (1) | NAME OF REPORTING PERSON HealthCor Management, L.P. |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
WC |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 186,970,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 186,970,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,970,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.3% |
||
| (14) | TYPE OF REPORTING PERSON PN |
||
| CUSIP No. 141743104 | 13D | Page 3 of 19 |
| (1) | NAME OF REPORTING PERSON HealthCor Associates, LLC |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS AF |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 186,970,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 186,970,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,970,000 | ||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.3% | ||
| (14) | TYPE OF REPORTING PERSON OO- limited liability company | ||
| CUSIP No. 141743104 | 13D | Page 4 of 19 |
| (1) | NAME OF REPORTING PERSON HealthCor Hybrid Offshore Master Fund, L.P. |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 186,970,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 186,970,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,970,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.3% |
||
| (14) | TYPE OF REPORTING PERSON PN |
||
| CUSIP No. 141743104 | 13D | Page 5 of 19 |
| (1) |
NAME OF REPORTING PERSON
HealthCor Hybrid Offshore GP, LLC |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 186,970,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 186,970,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,970,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.3% |
||
| (14) | TYPE OF REPORTING PERSON OO-limited liability company |
||
| CUSIP No. 141743104 | 13D | Page 6 of 19 |
| (1) |
NAME OF REPORTING PERSON
HealthCor Group, LLC |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 186,970,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 186,970,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,970,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.3% |
||
| (14) | TYPE OF REPORTING PERSON OO-limited liability company |
||
| CUSIP No. 141743104 | 13D | Page 7 of 19 |
| (1) |
NAME OF REPORTING PERSON
HealthCor Partners Management, L.P. |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
WC |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 173,030,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 173,030,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,030,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4% |
||
| (14) | TYPE OF REPORTING PERSON PN |
||
| CUSIP No. 141743104 | 13D | Page 8 of 19 |
| (1) |
NAME OF REPORTING PERSON
HealthCor Partners Management GP, LLC |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 173,030,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 173,030,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,030,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4% |
||
| (14) | TYPE OF REPORTING PERSON OO- limited liability company |
||
| CUSIP No. 141743104 | 13D | Page 9 of 19 |
| (1) |
NAME OF REPORTING PERSON
HealthCor Partners Fund, L.P. |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 173,030,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 173,030,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,030,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4% |
||
| (14) | TYPE OF REPORTING PERSON PN |
||
| CUSIP No. 141743104 | 13D | Page 10 of 19 |
| (1) |
NAME OF REPORTING PERSON
HealthCor Partners L.P. |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 173,030,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 173,030,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,030,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4% |
||
| (14) | TYPE OF REPORTING PERSON PN |
||
| CUSIP No. 141743104 | 13D | Page 11 of 19 |
| (1) |
NAME OF REPORTING PERSON
HealthCor Partners GP, LLC |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF |
||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | |
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER 0 | ||
| (8) | SHARED VOTING POWER 173,030,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 173,030,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,030,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4% |
||
| (14) | TYPE OF REPORTING PERSON OO- limited liability company |
||
| CUSIP No. 141743104 | 13D | Page 12 of 19 |
| (1) |
NAME OF REPORTING PERSON
Jeffrey C. Lightcap |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF, PF |
||
| (5) | CHECK BOX 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 13,500,000 | ||
| (8) | SHARED VOTING POWER 173,030,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 173,030,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,530,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2% |
||
| (14) | TYPE OF REPORTING PERSON IN |
||
| CUSIP No. 141743104 | 13D | Page 13 of 19 |
| (1) |
NAME OF REPORTING PERSON
Arthur Cohen |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF, PF |
||
| (5) | CHECK BOX 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 8,141,660 | ||
| (8) | SHARED VOTING POWER 360,000,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 360,000,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 368,141,660 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.5% |
||
| (14) | TYPE OF REPORTING PERSON IN |
||
| CUSIP No. 141743104 | 13D | Page 14 of 19 |
| (1) |
NAME OF REPORTING PERSON
Joseph Healey |
||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| (3) | SEC USE ONLY |
||
| (4) |
SOURCE OF FUNDS
AF, PF |
||
| (5) | CHECK BOX 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 6,000,000 | ||
| (8) | SHARED VOTING POWER 360,000,000 | |||
| (9) |
SOLE DISPOSITIVE POWER | |||
| (10) | SHARED DISPOSITIVE POWER 360,000,000 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 366,000,000 |
||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | |
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.4% |
||
| (14) | TYPE OF REPORTING PERSON IN |
||
| CUSIP No. 141743104 | 13D | Page 15 of 19 |
This Amendment No. 41 to Schedule 13D (the “Amendment”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed with the Securities and Exchange Commission on May 2, 2011, as amended by Amendment No. 1 filed October 3, 2011, Amendment No. 2 filed January 3, 2012, Amendment No. 3 filed February 2, 2012, Amendment No. 4 filed October 2, 2012, Amendment No. 5 filed April 5, 2013, Amendment No. 6 filed October 2, 2013, Amendment No. 7 filed January 3, 2014, Amendment No. 8 filed January 21, 2014, Amendment No. 9 filed July 1, 2014, Amendment No. 10 filed January 6, 2015, Amendment No. 11 filed February 20, 2015, Amendment No. 12 filed April 12, 2015, Amendment No. 13 filed July 6, 2015, Amendment No. 14 filed October 2, 2015, Amendment No. 15 filed January 4, 2016, Amendment No. 16 filed April 6, 2016, Amendment No. 17 filed July 1, 2016, Amendment No. 18 filed October 3, 2016, Amendment No. 19 filed January 3, 2017, Amendment No. 20 filed April 3, 2017, Amendment No. 21 filed July 5, 2017, Amendment No. 22 filed October 2, 2017, Amendment No. 23 filed January 3, 2018, Amendment No. 24 filed February 28, 2018, Amendment No. 25 filed July 17, 2018, Amendment No. 26 filed January 3, 2019, Amendment No. 27 filed May 17, 2019, Amendment No. 28 filed January 2, 2020, Amendment No. 29 filed February 10, 2020, Amendment No. 30 filed July 2, 2020, Amendment No. 31 filed October 2, 2020, Amendment No. 32 filed January 5, 2021, Amendment No. 33 filed April 1, 2021, Amendment No. 34 filed April 22, 2021, Amendment No. 35 filed July 1, 2021, Amendment No. 36 filed October 4, 2021, Amendment No. 37 filed January 4, 2022, Amendment No. 38 filed March 10, 2022, Amendment No. 39 filed July 1, 2022 and Amendment No. 40 filed July 15, 2022 (collectively, the “Original Statement”). The persons filing this Amendment are HealthCor Management, L.P., HealthCor Associates, LLC, HealthCor Hybrid Offshore Master Fund, L.P., HealthCor Hybrid Offshore GP, LLC, HealthCor Group, LLC, HealthCor Partners Management, L.P., HealthCor Partners Management GP, LLC, HealthCor Partners Fund, L.P., HealthCor Partners, L.P., HealthCor Partners GP, LLC, Jeffrey C. Lightcap, Joseph Healey and Arthur Cohen. The Original Statement, as amended by this Amendment (the “Statement”), relates to the shares of Common Stock of CareView Communications, Inc., par value $0.001 (the "Common Stock").
Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Original Statement. This Amendment amends the Original Statement as specifically set forth herein. Except as set forth below, all previous Items in the Original Statement remain unchanged.
The Amendment is being filed for the purpose of reflecting (i) the exchange of all outstanding 2011 Notes, 2012 Notes, 2014 Notes, 2015 Notes, 2018 Notes, Tenth Amendment Notes, Twelfth Amendment Notes and Thirteenth Amendment Notes held, in each case, by the Reporting Persons for Replacement Notes as described in more detail under Item 6, and (ii) the surrender and cancellation of all Warrants held by the Reporting Persons.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a) Collectively, the Reporting Persons beneficially own an aggregate of 387,641,660 shares of Common Stock that may be acquired upon conversion of the Replacement Notes described herein.
| CUSIP No. 141743104 | 13D | Page 16 of 19 |
Of the amount beneficially owned by the Reporting Persons:
(i) HCP Fund is the beneficial owner of 173,030,000 shares of Common Stock underlying the principal amount of the Replacement Note issued to it;
(ii) By virtue of their relationship to HCP Fund, described in more detail under Item 2 of this Statement, each of HealthCor Partners, L.P., HCPGP, HealthCor Partners Management, L.P., and HCPMGP may be deemed to share beneficial ownership with HCP Fund of the shares of Common Stock beneficially owned by the HCP Fund;
(iii) Hybrid Fund is the beneficial owner of 186,970,000 shares of Common Stock underlying the principal amount of the Replacement Note issued to it;
(iv) By virtue of their relationship to Hybrid Fund, described in more detail under Item 2 of this Statement, each of Offshore GP, Group, HealthCor Management, L.P., and Associates may be deemed to share beneficial ownership with Hybrid Fund of the shares of Common Stock beneficially owned by Hybrid Fund;
(v) By virtue of his relationship to HCP Fund, Mr. Lightcap may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by HCP Fund. In addition, Mr. Lightcap is the beneficial owner of 13,500,000 shares of Common Stock underlying the principal amount of the Replacement Note issued to him;
| CUSIP No. 141743104 | 13D | Page 17 of 19 |
(vi) By virtue of his relationship to HCP Fund and Hybrid Fund, Mr. Cohen may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of the Funds. In addition, Mr. Cohen is the beneficial owner of 8,141,660 shares of Common Stock underlying the principal amount of the Replacement Note issued to him; and
(vii) By virtue of his relationship to HCP Fund and Hybrid Fund, Mr. Healey may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of the Funds. In addition, Mr. Healey is the beneficial owner of 6,000,000 shares of Common Stock underlying the principal amount of the Replacement Note issued to him.
The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of Common Stock owned by the Funds or any other Reporting Person. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership.
(b) The information in Items 7 through 10 of each cover page to this Statement is incorporated by reference into this Item 5(b).
(c) Except for the amendments to certain Notes described under Item 6, the Reporting Persons have effected no transactions relating to the Common Stock in the past 60 days.
(d)-(e) Inapplicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented as follows:
On December 30, 2022, the Reporting Persons entered into a Consent and Agreement to Cancel and Exchange Existing Notes and Issue Replacement Notes and Cancel Warrants (the “Cancellation Agreement”) among the Issuer, the Reporting Persons and certain other holders of convertible notes and warrants of the Issuer.
In accordance with the Cancellation Agreement, the Reporting Persons surrendered for cancellation (i) an aggregate of $45,966,949 principal amount of 2011 Notes held by HCP Fund and Hybrid Fund; (ii) an aggregate of $10,643,186 principal amount of 2012 Notes held by HCP and Hybrid Fund; (iii) an aggregate of $12,391,061 principal amount of 2014 Notes held by HCP and Hybrid Fund; (iv) an aggregate of $6,931,336 principal amount of 2015 Notes held by HCP and Messrs. Lightcap, Cohen and Healey; (v) $401,601 principal amount of 2018 Notes held by Mr. Lightcap; (vi) $382,980 principal amount of Tenth Amendment Notes held by Mr. Lightcap; (vii) $69,089 principal amount of Twelfth Amendment Notes held by Mr. Lightcap; and (viii) $126,377 principal amount of Thirteenth Amendment Notes held by Mr. Lightcap (collectively, the “Cancelled Notes”). The Cancelled Notes represent all of the outstanding Notes held by the Reporting Persons immediately prior to the execution of the Cancellation Agreement.
In exchange for the Cancelled Notes, the Issuer issued replacement secured convertible promissory notes (the “Replacement Notes”) in principal amounts of (a) $17,303,000 to HCP Fund; (b) $18,697,000 to Hybrid Fund; (c) $1,350,000 to Mr. Lightcap; (d) $814,166 to Mr. Cohen; and (e) $600,000 to Mr. Healey. The Replacement Notes do not bear interest, mature on December 31, 2023, and are convertible into common stock of the Issuer in whole or in part at any time at a conversion price of $0.10 per share, subject to adjustment upon the occurrence of stock splits, reverse stock splits and similar recapitalization events.
Pursuant to the Cancellation Agreement, the Reporting Persons also surrendered for cancellation all of the outstanding Warrants held by them that had been previously issued under the Note and Warrant Purchase Agreement, as amended from time to time. The cancelled Warrants held by the Reporting Persons represented, collectively, the right to purchase 11,978,909 shares of the Issuer’s common stock at the purchase prices set forth therein.
The description of the Cancellation Agreement and the Replacement Notes set forth under this Item 6 is qualified in its entirety by the terms of such agreement and such notes, copies of which are included as exhibits to this Statement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby supplemented as follows:
| Exhibit No. | Description |
| 68 | Cancellation Agreement (incorporated by reference from Exhibit 10.01 to the Issuer’s Current Report on Form 8-K filed January 3, 2023). |
| 69 | Form of Replacement Note (incorporated by reference from Exhibit 10.02 to the Issuer’s Current Report on Form 8-K filed January 3, 2023). |
| CUSIP No. 141743104 | 13D | Page 18 of 19 |
SIGNATURES
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.
January 4, 2023
| HEALTHCOR MANAGEMENT, L.P. | |||
| By: HealthCor Associates, LLC, its general partner | |||
| By: | /s/ Arthur Bruce Cohen | ||
| Name: Arthur Bruce Cohen | |||
| Title: Authorized Signatory | |||
| HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P. | |||
| By: HealthCor Group, LLC, its general partner | |||
| By: | /s/ Arthur Bruce Cohen | ||
| Name: Arthur Bruce Cohen | |||
| Title: Authorized Signatory | |||
| HEALTHCOR ASSOCIATES, LLC | |||
| By: | /s/ Arthur Bruce Cohen | ||
| Name: Arthur Bruce Cohen | |||
| Title: Authorized Signatory | |||
| HEALTHCOR GROUP, LLC | |||
| By: | /s/ Arthur Bruce Cohen | ||
| Name: Arthur Bruce Cohen | |||
| Title: Authorized Signatory | |||
| CUSIP No. 141743104 | 13D | Page 19 of 19 |
| HEALTHCOR PARTNERS MANAGEMENT, L.P. | |||
| By: HealthCor Partners Management GP, LLC, its general partner | |||
| By: | /s/ Jeffrey C. Lightcap | ||
| Name: Jeffrey C. Lightcap | |||
| Title: Member | |||
| HEALTHCOR PARTNERS MANAGEMENT GP, LLC | |||
| By: | /s/ Jeffrey C. Lightcap | ||
| Name: Jeffrey C. Lightcap | |||
| Title: Member | |||
| HEALTHCOR PARTNERS L.P., for itself and as general partner on behalf of HEALTHCOR PARTNERS FUND, L.P. | |||
| By: HealthCor Partners GP, LLC, its general partner | |||
| By: | /s/ Jeffrey C. Lightcap | ||
| Name: Jeffrey C. Lightcap | |||
| Title: Member | |||
| HEALTHCOR PARTNERS GP, LLC | |||
| By: | /s/ Jeffrey C. Lightcap | ||
| Name: Jeffrey C. Lightcap | |||
| Title: Member | |||
| JEFFREY C. LIGHTCAP, Individually | |||
| /s/ Jeffrey C. Lightcap | |||
| JOSEPH HEALEY, Individually | |||
| /s/ Joseph Healey | |||
| ARTHUR COHEN, Individually | |||
| /s/ Arthur Cohen | |||