Form 8-K - Current report
October 17 2023 - 4:30PM
Edgar (US Regulatory)
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2023-10-17
2023-10-17
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event Reported): October 17, 2023 (October 12, 2023)
Clearday,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
0-21074 |
|
77-0158076 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
8800
Village Drive, Suite 106, San Antonio, TX 78217
(Address
of Principal Executive Offices) (Zip Code)
(210)
451-0839
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 |
|
CLRD |
|
OTCQX |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
October 12, 2023, the Board of Directors (the “Board”) of Clearday, Inc. (the “Company”) concluded that the Company’s
previously issued financial statements contained within its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 should
no longer be relied upon due to errors in such financial statements. Therefore, restatements of such prior financial statements are required.
Accordingly, the Company intends to restate the aforementioned financial statements by amending its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2023 as soon as reasonably practicable.
The
errors in such financial statements were discovered during the course of management’s review of the Company’s financial statements
and agreements, including the preparation of its financial statements to be contained within its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2023. The errors were unintentional and the Company has implemented new measures to ensure that this type of
error does not occur again. There is no compensation payable by the Company to any of its executives that is subject to claw-back as
a consequence of such restatement.
The
estimated material impact of these restatements on the Company’s unaudited interim condensed consolidated financial statements
for the three months ended March 31, 2023 is expected to be the following:
| 1. | Real
estate property and equipment, net increase by approximately $93,800 |
| 2. | Total
current liabilities increased by a net amount of $447,470, primarily due to
the increase of accrued interest of approximately $423,329 related to an obligation that
is in default; an increase in accrued expenses of approximately $23,782 and an increase in
due to related parties of $30,359. Such amounts also increased total liabilities by $447,470. |
| 3. | Total
deficit increased by a net amount of $383,686. |
| 4. | Total
operating expenses increased by a net amount of $28,611, which increased the net
amount of the operating loss by the same amount, primarily due to decreased consulting
fees and an increase in the amount of employment related taxes such as required withholdings
for federal income tax and employee and employer contributions for FICA (Social Security
and Medicare) taxes, and federal and state unemployment tax. |
| 5. | Total
other (income)/expenses increased by a net amount of $567,087, primarily due to
increased interest expense of $165,800 and the increase of other expenses by $487,227,
offset by a decrease on the loss on the sale of fixed assets by $85,940. |
| 6. | Net
loss from continuing operations increased by a net amount of $595,698. |
| 7. | The
non-controlling interest in subsidiaries increased by 273,128 primarily by the correction
(increase) of the accrual for preferred stock in such subsidiaries by such amount. |
| 8. | Total
deficit increased by a net amount of $353,327. |
Additionally, the restated financial
statements will delete an erroneous reference to an off-balance sheet arrangement.
The
Audit Committee and Company management have discussed the matters disclosed in this Current Report on Form 8-K with Turner, Stone &
Company L.L.P. (“Turner Stone”), the Company’s independent registered public accounting firm. The Company is assessing
the impact of these misstatements to the Company’s internal controls over financial reporting.
Turner
Stone has furnished a letter to the Securities and Exchange Commission pursuant to Item 4.02(c), which is attached as Exhibit 7.1 to
this Current Report on Form 8-K, stating that Turner, Stone & Company L.L.P., (“Turner Stone”), the Company’s independent
registered public accounting firm. agrees with the disclosures made in this Current Report on Form 8-K in as far as they pertain to Turner,
Stone & Company L.L.P., (“Turner Stone”), the Company’s independent registered public accounting firm.
The
information in this Item 4.02 is furnished solely pursuant to Item 4.02. Consequently, such information is not deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Moreover,
the information in this Item 4.02 shall not be deemed to be incorporated by reference into any filings of the Company under
the Securities Act of 1933.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
*
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or
exhibit will be furnished to the SEC upon request.
SIGNATURE
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.
|
CLEARDAY,
INC. |
|
|
|
|
By: |
/s/
James Walesa |
|
Name:
|
James
Walesa |
|
Title: |
Chief
Executive Officer |
|
|
|
Dated
October 17, 2023 |
|
|
Exhibit
7.1
Your
Vision Our Focus
October
17, 2023
Securities
and Exchange Commission
450
5th Street N.W.
Washington,
D.C. 20549
RE:
Current Report on Form 8-K filed by Clearday, Inc. on October 17, 2023
We
have been furnished with a copy of the response to Item 4.02 of Form 8-K for the event that occurred on October 17, 2023, to be filed
by Clearday, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.
Very
truly yours
/s/
Turner, Stone & Company, L.L.P.
Turner,
Stone & Company, L.L.P. Accountants and Consultants |
|
12700
Park Central Drive, Suite 1400 |
|
Dallas,
Texas 75251 |
|
Telephone:
972-239-1660 ∕ |
|
Facsimile:
972-239-1665 |
|
Toll
Free: 877-853-4195 |
|
Web
site: turnerstone.com |
INTERNATIONAL
ASSOCIATION OF ACCOUNTANTS AND AUDITORS |
v3.23.3
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Oct. 17, 2023 |
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Document Period End Date |
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|
Entity File Number |
0-21074
|
Entity Registrant Name |
Clearday,
Inc.
|
Entity Central Index Key |
0000895665
|
Entity Tax Identification Number |
77-0158076
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
8800
Village Drive
|
Entity Address, Address Line Two |
Suite 106
|
Entity Address, City or Town |
San Antonio
|
Entity Address, State or Province |
TX
|
Entity Address, Postal Zip Code |
78217
|
City Area Code |
(210)
|
Local Phone Number |
451-0839
|
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|
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CLRD
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