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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): December 28, 2023 (December 21, 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
1.01 Entry into a Material Definitive Agreement.
Clearday,
Inc. (the “Company” or “we”) modified two of its outstanding obligations.
Invesque.
On December 21, 2023, Clearday and certain of its subsidiaries entered into the Second Amendment (the “LTA Second Amendment”)
to the Lease Transition Agreement effective March 31, 2023 (“Lease Transition Agreement”. The second amendment is effective
December 15. Among other matters, the LTA Second Amendment deferred the due date for the initial Down Payment to December 31, 2023 and
increased the amount payable from $300,000 to $350,000. The LTA Second Amendment provided customary representations and warranties of
the parties thereto, reaffirmed the obligations under the Lease Transition Agreement, as amended, and the related guarantees and provided
a waiver of defenses by Clearday and the guarantors party thereto.
AGP.
On December 26, 2023, Clearday entered into a Promissory Note and Second Amendment (“AGP Second Amended Note”), effective
December 31, 2023 that amends Clearday’s obligations under the Promissory Note and Amendment (the “AGP First Amended Note”)
dated July 6, 2022 of the initial principal amount of $550,000. Effective December 31, 2023, the AGP Second Amended Note confirms obligations
to $578,795.89 which equals the principal amount of the AGP First Amended Note of $550,000 plus accrued and unpaid interest, extended
the maturity date to the earlier of (i) September 30, 2024 or (ii) the closing date of the Viveon Merger under the Viveon Merger Agreement
or the date of an event of default, and (iii) deleted the obligation of Clearday to prepay the obligations by amounts of capital raised
by equity or equity linked securities.
The
foregoing descriptions of each of the LTA Second Amendment the AGP Second Amended Note are not complete and are qualified in their entirety
by reference to the full text of each such document, which is filed as Exhibits 10.1, and 10.2 to this Report and are incorporated herein
by reference.
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 the Company. 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 the Company, 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 risks regarding the Company and its business, generally; risks related to the Company’s ability to correctly estimate
and manage its operating expenses and develop its innovate non-acute care businesses and the acceptance of its proposed products and
services, including with respect to future financial and operating results; the ability of the Company to protect its intellectual property
rights; competitive responses to the Company’s businesses including its innovative non-acute care business; unexpected costs, charges
or expenses; 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 the Company’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 and the registration statement regarding the Company’s previously announced merger, that was filed
and declared effective. The Company can give no assurance that the actual results will not be materially different than those based on
the forward looking statements. Except as required by applicable law, the Company 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
No. |
|
Description |
10.1 |
|
Second Amendment To Lease Transition Agreement entered into on December 21, 2023, effective as of December 15, 2023, by and between (1) the following entities referred to as “Landlord”: (i) MHI-MC San Antonio, LP, a Delaware limited partnership, (ii) MC New Braunfels, LP, a Delaware limited partnership, and (iii) MHI Little Rock, LP, a Delaware limited partnership; and (2) the following entities referred to as “MCA”: (i) MCA Mainstreet Tenant, LLC, a Tennessee limited liability company, (ii) MCA Westover Hills Operating Company, LLC, a Tennessee limited liability company, (iii) MCA New Braunfels Operating Company, LLC, a Tennessee limited liability company; (iv) and Memory Care at Good Shepherd, LLC, an Arkansas limited liability company, and the other parties thereto. |
|
|
|
10.2 |
|
Promissory Note and Second Amendment effective December 31, 2023 by Clearday, Inc. and A.G.P./Alliance Global Partners. |
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
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
December 28, 2023 |
|
|
Exhibit
10.1
SECOND
AMENDMENT TO LEASE TRANSITION AGREEMENT
This
Second Amendment to Lease Transition Agreement (this
“Amendment”) is entered into effective as of December 15, 2023 (the “Amendment Effective Date”),
by and between: (1) MHI-MC San Antonio, LP, a Delaware limited partnership (“MHI San Antonio”); MHI-MC New
Braunfels, LP, a Delaware limited partnership (“MHI New Braunfels”); and MHI Little Rock, LP, a Delaware
limited partnership (“MHI Little Rock”) (individually and collectively, MHI San Antonio, MHI New Braunfels, MHI Little
Rock are “Landlord”), on the one hand; and (2) MCA Mainstreet Tenant, LLC, a Tennessee limited liability company
(“Tenant”); MCA Westover Hills Operating Company, LLC, a Tennessee limited liability company (“MCA
Westover Hills”); MCA New Braunfels Operating Company, LLC, a Tennessee limited liability company (“MCA New
Braunfels”); and Memory Care at Good Shepherd, LLC, an Arkansas limited liability company (“MCA Good Shepherd”)
(individually and collectively, Tenant, MCA Westover Hills, MCA New Braunfels, and MCA Good Shepherd are “MCA”), on
the other hand.
Recitals:
A. Landlord
and MCA are parties to that certain Lease Transition Agreement effective as of March 31, 2021 (the
“Agreement”).
B. The
Agreement provided, among other things, that Tenant shall make a Down Payment in accordance with Section 2.4(i) of the
Agreement.
C. The
Agreement was amended by the First Amendment to Lease Transition Agreement dated as of September 8, 2023 (the “First
Amendment” and together with this Amendment, the “Amendments”) which provided, among other matters, an
amendment to the initial Outside Down Payment Date to be September 30, 2023.
D. As
of the Amendment Effective Date, Clearday and Viveon have not completed a merger, but remain parties to a merger agreement that has
not been terminated. However, Clearday and Viveon have not filed any Securities and Exchange Commission (“SEC”)
Form S-4 and thus the merger is not yet pending government review and/or other necessary approvals for which Tenant has the right
under Section 2.4(i)(c) to exercise an Outside Down Payment Date Extension.
E. Tenant
has requested to extend the Outside Down Payment Date, and Landlord, although under no obligation to do so, has agreed to extend the
Outside Down Payment Date on the terms and conditions set forth in the Agreement and herein.
F. James
Walesa (“Walesa”) has filed bankruptcy, and thus is not a party to or signatory of this Amendment. This Amendment
is not intended to alter or affect his liability under the Agreement. This Amendment is an agreement solely between Landlord and the
Tenant Parties other than Walesa (such Tenant Parties other than Walesa are the “Signatory Tenant
Parties”).
Agreement:
Now,
Therefore, the parties hereby agree as follows:
1. Defined
Terms. Any capitalized term used but not defined in this Amendment shall have the meaning that is given to that term in
the Agreement.
2. Extention
Payment. In addition to all other payment amounts set forth in Section 2.3 of the Agreement and the payment made to
Landlord in connection with the First Amendment, Tenant shall be obligated to pay to Landlord the amount of $50,000 (the
“Extension Fee”) as consideration for Landlord’s agreement to the extension of the Outside Down Payment Date and
forbearance from exercising remedies in relation to the previous failure to pay the Down Payment against the Tenant Parties that are
executing this Amendment. Such Extension Fee shall be paid by Tenant to Landlord upon the due date of the Down Payment and shall be
paid in addition to the Down Payment. If requested by Landlord, Tenant shall execute a replacement of the Promissory Note in
accordance with Section 2.1(c) of the Agreement that evidences the correct amount due and owing under the Agreement as amended by
the Amendments.
3. Amendment
of Section 2.4(i)(c). Section 2.4(i)(c) of the Agreement shall be deemed removed and replaced with the
following:
|
(c) |
The “Outside Down Payment Date” shall be
calculated as set forth herein. The initial Outside Down Payment Date shall be December 31, 2023. In the event that as of two business
days prior to the Outside Down Payment Date (i) the merger has not been terminated by Clearday or Viveon and to Clearday’s knowledge
there is no reason to believe the merger will be terminated prior to the Outside Down Payment Date and (ii) the merger is pending government
review and/or other necessary approvals, Tenant may extend the Outside Down Payment Date for thirty days (an “Outside Down Payment
Date Extension”) by delivering to Landlord prior to the Outside Down Payment Date notice of the Outside Down Payment Date Extension
and proof that the merger is pending government review and/or such other necessary approvals. Tenant may exercise an Outside Down Payment
Date Extension up to two times, provided that each such extension must meet the terms for an Outside Down Payment Date Extension as of
the date of delivery of the notice of the extension to Landlord. Additionally, the Outside Down Payment Date may be extended by the written
agreement of the parties. |
4. Representations
and Warranties. Each Signatory Tenant Party hereby represents and warrants that all representations and warranties set
forth in Section 5.1 of this Agreement are true and correct as of the Amendment Effective Date with respect to the Signatory Tenant
Parties and apply to this Amendment as if this Amendment were the Agreement.
5. Reaffirmation
of Guaranties.
(a) Except
for Walesa, each Lease Guarantor hereby acknowledges and reaffirms its or his respective obligations under the Guaranty to which it
or he is a party and all documents executed by that Lease Guarantor in connection therewith, including but not limited to the
Reaffirmation and Agreement by Guarantor executed by each Lease Guarantor in connection with the Agreement.
(b) Clearday
hereby acknowledges and reaffirms its obligations under the Guaranty executed by Clearday in connection with the Agreement (the
“Clearday Guaranty”).
(c) This
Amendment does not alter or affect Walesa’s liability under the Agreement.
6. Waiver
of Defenses. Signatory Tenant Parties, for themselves and their Affiliates, hereby waive and relinquish any and all
defenses and any and all rights to setoff or recoupment of any kind whatsoever that they, or any person claiming by or through them,
may now have or may claim to have with respect to Landlord or its Affiliates, including any defenses or rights to setoff or
recoupment under or relating to the Leases, the Guaranty, the Clearday Guaranty, the Agreement, the Promissory Note, or the
negotiation and execution of this Amendment and/or any replacement Promissory Note.
7. No
Further Modifications. Except as expressly modified in this Amendment, the Agreement shall remain in full force and
effect and is expressly ratified and confirmed by the parties hereto.
8. Counterparts.
This Agreement may be executed electronically and in counterparts, all of which executed counterparts shall together constitute a
single document. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically
form one document. Executed versions of this Agreement may be delivered by the parties via facsimile transmission or email, either
or both of which shall constitute delivery of an original.
[signature
pages follow]
In
Witness Whereof, this Agreement has been executed
as of December 21, 2023.
MCA:
MCA
Mainstreet Tenant, LLC, a Tennessee limited liability
company;
MCA
Westover Hills Operating Company, LLC, a Tennessee
limited liability company;
MCA
New Braunfels Operating Company, LLC, a Tennessee
limited liability company; and
Memory
Care at Good Shepherd, LLC, an Arkansas limited
liability company
By:
|
/s/
BJ Parrish |
|
Name: |
BJ
Parrish |
|
Title: |
COO |
|
EXISTING
Guarantor:
Trident
Healthcare Properties I, L.P., a Delaware limited
partnership; and
Memory
Care America, LLC, a Tennessee limited liability
company
By:
|
/s/
BJ Parrish |
|
Name: |
BJ
Parrish |
|
Title: |
COO |
|
By: |
/s/
Steve Person |
|
|
Steve
Person |
|
CLEARDAY:
Clearday,
Inc., a Delaware corporation |
|
|
|
|
By:
|
/s/
BJ Parrish |
|
Name: |
BJ
Parrish |
|
Title: |
COO |
|
[signatures
continue on following page]
LANDLORD:
MHI-MC
San Antonio, LP,
MHI-MC
New Braunfels, LP, and
MHI
Little Rock, L.P.,
each
a Delaware limited partnership
By:
|
/s/
Scott E. White |
|
Name: |
Scott
E. White |
|
Title: |
Chief
Executive Officer |
|
Exhibit
10.2
PROMISSORY
NOTE AND SECOND AMENDMENT
$578,795.89 |
December 31, 2023
New York, NY |
Reference
is hereby made to that certain Promissory Note and Amendment (the “Amended Note”) dated July 6, 2022 in the initial
principal amount of $550,000 by Clearday, Inc. (the “Borrower”) payable to the order of A.G.P./Alliance Global Partners
(the “Lender”). The Amended Note amended the Promissory Note in the initial principal amount of $2,630,000 payable
to the order of Lender dated September 10, 2021 (the “Original Note”).
This
Promissory Note and Second Amendment (the “Second Amended Note”) is dated as of December 31, 2023 by and among the
Borrower and the Lender.
For
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower on behalf of itself and its
subsidiaries on the one hand, and Lender on the other, agree to amend certain terms of the Amended Note in this Second Amended Note.
All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Amended Note and, if not defined
therein, then in the Original Note.
I.
Amended Note Modification
|
1. |
Section I(1) of the Amended Note is hereby amended and restated
in its entirety as follows: |
Principal.
As of the date of this Second Amended Note, the aggregate accrued interest is $28,795.89 and the aggregate amount of the obligations
under the Second Amended Note is $578,795.89. The Loan Amount, as of Second Amended Note or the principal amount of the Note is $578,795.89.
Interest.
Except as otherwise provided in this Note, the outstanding Loan Amount shall acrrue interest at a rate per annum equal to five percent
(5%) (the “Interest Rate”) from the dated of this Second Amended Note until the entire Loan Amount, all accrued and
unpaid interest thereon, and all other amounts and indebtedness payable under this Note, are paid in full, whether at maturity, upon
acceleration, by prepayment, or otherwise.
|
2. |
Section I(3) of the Amended Note is hereby amended and restated
in its entirety as follows: |
Maturity
Date. On the earlier of (i) September 30, 2024 (the “Maturity Date”) and (ii) the date on the Borrower consummates
the proposed merger (the “Viveon Merger”) under the terms of the April 5, 2023 by and among Viveon Health Acquisition
Corp. (“Viveon”), the Borrower and the other parties thereto (the “Closing Date”), and (iii) the
date of an Event of Default under this Note, all amounts under the Note shall become due and payable.
|
3. |
Section 4 of the Amended Note is hereby amended and restated
in its entirety as follows: |
Prepayments.
[Intentionally Omitted]
Except
as specifically modified or amended by the terms of this Second Amended Note, the Amended Note and all provisions contained therein,
and all surviving provisions of the Original Note shall remain in full force and effect. This Second Amended Note shall be governed and
construed in accordance with the laws of the State of New York. This Second Amended Note may be executed in any number of counterparts
with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall
constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart.
[Signature
page follows]
IN
WITNESS WHEREOF, Borrower has executed this Note as of the date set forth on the first page hereof.
Clearday,
Inc.
By: |
/s/ Richard Morris |
|
|
Richard M. Morris |
|
|
Executive Vice President |
|
|
|
|
A.G.P./Alliance Global Partners |
|
|
|
|
By: |
/s/ Thomas Higgins |
|
|
Thomas Higgins |
|
|
Managing Director |
|
v3.23.4
Cover
|
Dec. 28, 2023 |
Cover [Abstract] |
|
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8-K
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false
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Document Period End Date |
Dec. 28, 2023
|
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
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