Current Report Filing (8-k)
09 Dezembro 2021 - 8:02AM
Edgar (US Regulatory)
0000895665
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0000895665
2021-12-08
2021-12-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 8, 2021 (December 7, 2021)
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)
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)
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|
Name
of each exchange on which registered
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Common
Stock, par value $0.001
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CLRD
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OTCQB
|
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. ☐
On
December 7, 2021, James T. Walesa, the Chairman and Chief Executive Officer of Clearday, Inc. (the “Company”),
entered into a pre-arranged stock trading plan (the “Trading Plan”) to purchase shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), in accordance with Rule 10b5-1 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the Company’s insider trading policy. Rule 10b5-1 permits
a public company’s directors and executive officers to adopt written, pre-arranged plans for trading in the company’s securities
under specified conditions and for specified periods of time when such insiders are not in possession of material, non-public information
about the company.
The
Trading Plan entered into by Mr. Walesa authorizes a broker-dealer to purchase on Mr. Walesa’s behalf up to $50,000 of the Company’s
Common Stock (the “Purchase Amount”) on the open market or otherwise at prevailing market prices, subject to the maximum
price threshold specified in the Trading Plan, until January 31, 2022 or after a total number of shares of the Common Stock equal to
the Purchase Amount have been purchased. In accordance with Rule 10b5-1 and the terms of the Trading Plan, Mr. Walesa has no discretion
or control over the timing or effectuation of purchases of the Common Stock that are made pursuant to the Trading Plan.
Mr.
Walesa currently beneficially owns 1,004,863 shares of the Common Stock, including convertible securities that may be exchanged for shares
of the Common Stock. Mr. Walesa’s combined ownership of 2,009,654 securities which represents approximately 13.5% of the total
shares of the Company’s Common Stock as of September 30, 2021.
The
transactions executed in accordance with the Trading Plan will be reported to the Securities and Exchange Commission through Form 4 filings
pursuant to Section 16 of the Exchange Act and in accordance with applicable securities laws, rules, and regulations. Except as required
by law, the Company does not undertake to report on specific Rule 10b5-1 trading plans that may be adopted by officers, directors, or
other insiders of the Company in the future or to report any modifications or termination of any publicly announced trading plan.
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.
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|
|
|
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By:
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/s/
James Walesa
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Name:
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James
Walesa
|
Dated:
December 8, 2021
|
Title:
|
Chief
Executive Officer
|
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