Statement of Beneficial Ownership (sc 13d)
13 Setembro 2021 - 7:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
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)
September 10, 2021
(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
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13D
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Page
2 of 3 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James
T. Walesa
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
PF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
2,009,655
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8.
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SHARED VOTING POWER
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9.
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SOLE DISPOSITIVE POWER
2,009,655
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10.
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SHARED DISPOSITIVE POWER
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,009,655
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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CUSIP
No. 184791 101
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13D
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Page
2 of 3 Pages
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Item
1. Security and Issuer.
Common
Stock, par value $0.001 per share.
Clearday,
Inc., formerly known as Superconductor Technologies Inc.
8800
Village Drive, Suite 106, San Antonio, Texas 78217
Amount of the beneficial
ownership includes derivative securities, as described in Item 5, below
Item
2. Identity and Background.
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(a):
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James T. Walesa
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(b):
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c/o Clearday, Inc. 8800 Village Drive, Suite 106, San Antonio, Texas 78217
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(c)
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Chairman and CEO of Clearday, Inc. 8800 Village Drive, Suite 106, San Antonio, Texas 78217
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(d):
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None
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(e)
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None
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(f)
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United States
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Item
3. Source or Amount of Funds or Other Consideration.
Personal
Funds were used for the purchase of securities. Certain shares of common stock were granted as compensation. No amount of the source
or amount of funds is a loan.
Item
4. Purpose of Transaction.
Personal
investment in Allied Integral United, Inc. which became a subsidiary of the issuer in connection with a merger (the “Merger”)
under the terms of the Agreement and Plan of Merger described in registration statement (Registration No. 333-256138).
Item
5. Interest in Securities of the Issuer.
Share
and percentage of the beneficial ownership of the common stock of the issuer is based on the following:
(1)
Ownership of 1,004,863 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) 623,111 shares of
Series F Preferred Stock, 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)
$899,994 aggregate investment 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)
$214,153 aggregate investment of units of limited partnership interests
(“Clearday OZ LP Interests”) 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.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
All
of the shares of the common stock of the issuer and the other securities described in Item 5, above, are pledged by the beneficial owner
as collateral for the obligations of the beneficial owner under certain indemnification obligations.
The
beneficial ownership of the securities described above include the shares of securities held by a corporation
Item
7. Material to Be Filed as Exhibits.
CUSIP
No. 184791 101
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13D
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Page
3 of 3 Pages
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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.
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/s/
James T. Walesa
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James
T. Walesa
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