Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
As previously disclosed, on February 26,
2020, Superconductor Technologies Inc. (“STI”), AIU Special Merger Company, Inc., a Delaware corporation and
wholly-owned subsidiary of STI (“Merger Sub”), and Allied Integral United, Inc., a Delaware corporation (“AIU”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters,
and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into
AIU, with AIU continuing as a wholly-owned subsidiary of STI (the “Merger”), and STI would amend its certificate
of incorporation to effect a reverse stock split of its shares of common stock, par value $0.001 per share (“STI Common
Stock”) and change its name to Clearday, Inc.
On May 12, 2020, the Merger Agreement was
amended by the parties to (i) add a covenant that the parties shall use their commercially reasonable efforts to cause STI to at
all times remain listed on the Nasdaq Capital Market (or higher tier) and that if STI ceases to be listed on the Nasdaq Capital
Market then the parties shall (including after the closing of the Merger) use their commercially reasonable efforts to cause STI
to become listed on either the Nasdaq Capital Market or the NYSE MKT as promptly as reasonably possible, (ii) remove the conditions
to closing the Merger that Nasdaq must determine that all listing deficiencies have been cured and determine to approve the listing
of STI’s common stock on the Nasdaq and remove any other provisions in the Merger Agreement of like effect, (iii) extend
the “outside date” for the Merger to close until the close of business on September 21, 2020 and (iv) require a customary
tax representation letter from STI as a closing condition.
The amendment to the Merger Agreement,
among other things, ensures that a failure to be listed on Nasdaq, by itself, would not be a basis for either party to not consummate
the Merger. No other changes of substance were made to the Merger Agreement, which remains in full force and effect in accordance
with its terms.
The foregoing description of the amendment
to the Merger Agreement above, is subject to, and qualified in its entirety by, the amendment to the Merger Agreement, attached
as Exhibit 2.1 hereto, which is incorporated in this Item 1.01 by reference in its entirety.
Information contained on the STI and AIU
websites do not constitute part of this statement.
Forward-Looking Statements
This communication contains forward-looking
statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended) concerning STI, AIU, the proposed Merger, and other matters. These statements may discuss
goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise,
based on current beliefs of the management of STI, as well as assumptions made by, and information currently available to, management.
Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events
or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,”
“anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,”
“intend,” and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future
performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various
factors, including, without limitation: the risk that the conditions to the closing of the proposed Merger are not satisfied, including
the failure to obtain stockholder approval for the proposed Merger in a timely manner or at all; uncertainties as to the timing
of the consummation of the proposed Merger and the ability of each of STI and AIU to consummate the Merger; risks related to STI’s
ability to correctly estimate and manage its operating expenses and its expenses associated with the proposed Merger pending closing;
risks related to STI’s continued listing on the Nasdaq Capital Market until closing of the proposed Merger; risks related
to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate
the proposed Merger; risks associated with the possible failure to realize certain anticipated benefits of the proposed Merger,
including with respect to future financial and operating results; the ability of STI or AIU to protect their respective intellectual
property rights; competitive responses to the Merger and changes in expected or existing competition; unexpected costs, charges
or expenses resulting from the proposed Merger; potential adverse reactions or changes to business relationships resulting from
the announcement or completion of the proposed Merger; regulatory requirements or developments; changes in capital resource requirements;
and legislative, regulatory, political and economic developments. The foregoing review of important factors that could cause actual
events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that
are included herein and elsewhere, including the risk factors included in STI’s most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. STI can give no assurance that the conditions to the Merger
will be satisfied. Except as required by applicable law, STI undertakes no obligation to revise or update any forward-looking statement,
or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Important Additional Information Will be Filed with the
SEC
In connection with the proposed Merger,
STI intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus/information
statement. INVESTORS AND STOCKHOLDERS OF STI ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STI, THE MERGER AND RELATED MATTERS. Investors and stockholders
will be able to obtain free copies of the proxy statement, prospectus and other documents filed by STI with the SEC (when they
become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able
to obtain free copies of the proxy statement, prospectus and other documents filed by STI with the SEC by contacting STI by mail
at Superconductor Technologies Inc., 15511 W. State Hwy 71, Suite 110-105Austin, TX 78738, (512) 650-7775, Attention: Corporate
Secretary. Investors and stockholders are urged to read the proxy statement, prospectus and the other relevant materials when they
become available before making any voting or investment decision with respect to the Merger.
No Offer or Solicitation
This communication shall not constitute
an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
STI and its directors and executive officers
and AIU and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of STI in connection with the Merger. Information regarding the special interests of these directors and executive officers in
the Merger will be included in the proxy statement/prospectus/information statement referred to above. Additional information about
STI’s directors and executive officers is included in STI’s definitive proxy statement filed with the SEC on April 26,
2019. These documents are available free of charge at the SEC website (www.sec.gov) and from the Corporate Secretary of STI at
the address above.