Amended Statement of Beneficial Ownership (sc 13d/a)
January 03 2023 - 8:18AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Clearday,
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
184791
101
(CUSIP
Number)
James
T. Walesa, 8800 Village Drive, Suite 106, San Antonio, TX 78217 (210) 451-0839
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7
for other parties to whom copies are to be sent.
*
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. 184791 101 |
|
13D |
|
Page
2 of 4 Pages |
1. |
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James
T. Walesa |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
4. |
|
SOURCE OF FUNDS (see instructions)
|
5. |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
5,861,389 |
8. |
SHARED
VOTING POWER
|
9. |
SOLE
DISPOSITIVE POWER
5,861,389 |
10. |
SHARED
DISPOSITIVE POWER
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,861,389
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0 |
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
|
CUSIP
No. 184791 101 |
|
13D |
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Page
3 of 4 Pages |
This Amendment No. 2 amends and supplements
the statement on Schedule 13D (the “Original Schedule 13D”) filed by the reporting person with the Securities and Exchange
Commission (the “SEC”) on September 10, 2021, as amended by Amendment No. 1 filed by the reporting person with the SEC on
December 9, 2021. This amendment amends the disclosures provided in a prior cover page as set forth above. This Amendment
No. 2 also amends Item 4 of the Original Schedule 13D, as amended, and Item 5 of the Original Schedule 13D, as amended, in each
case, as set forth below.
Item
4. Purpose of Transaction.
Additional
shares of common stock of the issuer (“Common Stock”) were purchased as conversion of accrued debt or other cash obligations
owed by the Company to the reporting person of an aggregate amount of $1,000,000 and additional shares of Common Stock issued as equity-based
compensation in an aggregate amount of $200,000 in lieu of cash compensation of such amount during 2022. The shares were issued
at a price per share of 0.67551, which is greater than the 20 day volume average price per share or the closing price per share as of
December 31, 2022 (which closing price was $0.56). The reporting person has agreed to provide price protection for the Company.
In the event that the Company enters into a transaction or agreement that is material to the Company during January 2023 (a “Specified
Transaction”) and the closing price per share of Common Stock, on the first full trading day after the disclosure of such Specified
Transaction by the Company, is greater than the Issuance Price, then the Issuance Price will be adjusted to such greater price. To effect
such adjustment, Walesa will promptly transfer and assign shares of Common Stock to the Company.
Item
5. Purpose of Transaction.
Share
and percentage of the beneficial ownership of the common stock of the issuer is based on the following:
(1)
Ownership of 3,053,827 shares of the common stock of the issuer, plus
(2)
Ownership of the following convertible securities that may be exchanged for shares of common stock of the issuer:
(3.1)
681,972 shares of Series F Preferred Stock (including shares issuable as dividend or payment in kind), which security is the Issuer’s
6.75% Series F Cumulative Convertible Preferred Stock, par value $0.001 per share. No exercise price is payable. Shares of this security
may be exchanged for shares of common stock at a ratio of 1 share of preferred stock to 2.384656 shares of common stock. There is no
expiration date for such conversion right.
(3.2)
Ownership of 242,412 shares of common stock of the Issuer that may be purchased upon the exercise of warrants at a price per share of
$5.00.
(3.3)
$1,009,743 aggregate investment (including accrual of dividends that are payable in kind) of 10.25% Series I Cumulative Convertible Preferred
Stock, par value $0.01 per share (the “Clearday Care Preferred”), issued by AIU Alternative Care, Inc., a Delaware corporation
and a subsidiary of the Issuer; and
(3.3)
$214,952 aggregate investment of units of limited partnership interests (“Clearday OZ LP Interests”) (including accrual of
distributions that are payable in kind) issued by Clearday OZ Fund LP, a Delaware limited partnership that is a subsidiary of the issuer.
The
Clearday Care Preferred and Clearday OZ LP Interests may be exchanged by the holder of such securities for shares of common stock of
the issuer at a price per share that is equal to 80% of the 20 day weighted average price per share of such common stock. The computation
of the beneficial ownership of the common stock of the issuer is based on a price per share that is equal to $10.00. The actual number
of shares of common stock that may be acquired will change based on the market price of the shares of the common stock of the issuer.
The
percentage interest of the reporting person is based on the total outstanding shares of common stock after giving effect to the additional
issuance of shares of common stock to the reporting person and the conversion or exchange in full of the Series F Preferred Stock, Clearday
Care Preferred and Clearday OZ LP Interests outstanding as of December 30, 2022, including payment in kind of accrued dividends or distributions
of such securities of 58,691,421: Common Stock: 20,794,045; Common Stock equivalents of Series F Preferred Stock: 12,062,038; Common
Stock equivalents of Clearday Care Preferred: 10,005,567; Common Stock equivalents of Clearday OZ LP Interests: 15,829,772
CUSIP
No. 184791 101 |
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13D |
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Page
4 of 4 Pages |
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.
|
/s/
James T. Walesa |
|
James
T. Walesa |
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