CLEARDAY, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
On
The Note provides specified events of default (a "Event of Default") including
failure to timely pay the monetary obligations under the Note and such breach
continues for a period of ten (10) days after written notice from the
Noteholder' a breach of covenants under the Note or the Securities Purchase
Agreement that continues for a period of twenty (20) days after written notice
by the Noteholder; breach of any representation and warranty in the Note or
Securities Purchase Agreement; commencement of bankruptcy or similar
proceedings; failure to maintain the listing of
As additional consideration, we issued to the Lender a Common Stock Purchase
Warrant ("Warrant") to purchase 225,000 shares of our Common Stock at an
exercise price per share of
Each of the Note and the Warrant was issued in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), under Section 4(a)(2) thereof.
The foregoing descriptions of the Note, Warrant and the Securities Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of each such document, which is filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Report, respectively, and are incorporated herein by reference.
On
? The issuance by Innovative Care or us or any of our other subsidiaries of any
equity securities in one or more offerings with aggregate gross proceeds of at
least $5 million ;
? The issuance by us or any of our subsidiaries of convertible debt securities
that were issued with gross proceeds in an aggregate amount of at least $5
million ;
? The listing by us of our common stock to the New York Stock Exchange , the NYSE
American or any tier of the NASDAQ market in connection with an offering of
securities us or any of our subsidiaries in connection with any merger,
consolidation or similar transaction with another person in which we are the
surviving entity; or
? The exchange of the shares of our common stock for the common stock or other
security that is listed on the New York Stock Exchange , the NYSE American or
any tier of the NASDAQ market in connection with any merger, consolidation or
similar transaction with another person in which Clearday is not the surviving
entity or in which Clearday becomes a subsidiary of such other person,
including without limitation, any special purpose acquisition corporation.
Each of the Convertible Note and our shares of common stock was issued in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), under Section 4(a)(2) thereof.
The foregoing descriptions of this loan and the Convertible Note are not complete and are qualified in their entirety by reference to the full text of each such document, which is filed as Exhibit 10.4 and is incorporated herein by reference.
Item 3.02 Unregistered Sale of
The disclosures set forth in Item 1.01 to this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. No. Description 10.1 Promissory Note datedFebruary 17, 2023 in the principal amount of$172,217 . 10.2 Common Stock Purchase Warrant issuedFebruary 17, 2023 for 225,000 shares of common stock 10.3 Securities Purchase Agreement, dated as ofFebruary 17, 2023 , by and betweenClearday, Inc. andJefferson Street Capital LLC . 10.4 Form of the Convertible Promissory Note issued by AIU Alternative Care, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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