CLRD / Clearday, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-21074 CUSIP NUMBER NOTIFICATION OF LATE FILING 184791 101 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 2, 2024 (April 30, 2024) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission F

Clearday Announces Board Resignation of Jeff Coleman with Warm Wishes for His Future Success

Exhibit 99.1 Clearday Announces Board Resignation of Jeff Coleman with Warm Wishes for His Future Success San Antonio, TX – May 2, 2024 —Clearday (OTCQX CLRD), a healthcare services company focused on bringing innovative products and services to the senior care industry, would like to thank Jeffrey Coleman for his services as a Board Member to Clearday since its merger back in September 2021. Jame

Bankruptcy or Receivership, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 5, 2024 (March 21, 2024) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

SECOND AMENDMENT

Exhibit 10.6 SECOND AMENDMENT THIS SECOND AMENDMENT to the Guaranty (as defined below) (the “Amendment”) is entered into as of March 15, 2024 (the “Effective Date”), by and between SRP Artesia, LLC, a Delaware limited liability company (the “Guarantor”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Lender”, and collectively with Guarantor, the “Parties”). BACKGROUND A. Clearday,

FIRST AMENDMENT

Exhibit 10.5 FIRST AMENDMENT THIS FIRST AMENDMENT to the Guaranty (as defined below) (the “Amendment”) is entered into as of , 2024 (the “Effective Date”), by and between AIU 8800 VILLAGE DRIVE, LLC, a Delaware limited liability company (the “Guarantor”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Lender”, and collectively with Guarantor, the “Parties”). BACKGROUND A. Clearday,

COMMON STOCK PURCHASE WARRANT CLEARDAY, INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of , 2024, by and between CLEARDAY, INC., a Delaware corporation, with headquarters located at 8800 Village Drive, Suite 106, San Antonio, TX 78217 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

PROMISSORY NOTE

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

COMMON STOCK PURCHASE WARRANT CLEARDAY, INC.

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 SEC FILE NUMBER 000-21074 CUSIP NUMBER NOTIFICATION OF LATE FILING 184791 101 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 22, 2024 (February 15, 2024) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

FIRST AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 10.1 FIRST AMENDED AND RESTATED PROMISSORY NOTE $3,893,066.18 Fishers, Indiana February 15, 2024 (the “Date of this Note”) R E C I T A L S WHEREAS, Borrower (defined below) and Lender (defined below) are parties to that certain Lease Transition Agreement, dated as of March 31, 2023 (together with all modifications, amendments, restatements, renewals and/or extensions thereof including that

W I T N E S S E T H:

Exhibit 10.2 GUARANTY THIS GUARANTY (“Guaranty”), dated as of February 9, 2024, is made by AIU 8800 VILLAGE DRIVE, LLC, a Delaware limited liability company (the “Guarantor”), in favor of Mast Hill Fund, L.P., a Delaware limited partnership (the “Lender”) (together with the Guarantor, the “Parties”). W I T N E S S E T H: WHEREAS, Clearday, Inc., a Delaware corporation (the “Borrower”) and the Lend

FIRST AMENDMENT

Exhibit 10.3 FIRST AMENDMENT THIS FIRST AMENDMENT to the Guaranty (as defined below) (the “Amendment”) is entered into as of February 9, 2024 (the “Effective Date”), by and between SRP Artesia, LLC, a Delaware limited liability company (the “Guarantor”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Lender”, and collectively with Guarantor, the “Parties”). BACKGROUND A. Clearday,

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Exhibit 10.7 Clearday, Inc. 8800 Village Drive, Suite 106 San Antonio, TX 78217 www.myclearday.com OTCQX: CLRD As of February 15, 2024 VIA ELECTRONIC MAIL Mast Hill Fund, L.P. 48 Parker Road Wellesley, MA 02482 Attn: Patrick Hassani Email: [email protected]; RE: Omnibus Amendment Regarding Loans by Mast Hill Fund, LP to Clearday, Inc. (the “Company”) Mr. Hassani: We refer to the following l

COMMON STOCK PURCHASE WARRANT CLEARDAY, INC.

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

MFN ACKNOWLEDGEMENT

Exhibit 10.6 MFN ACKNOWLEDGEMENT THIS MFN ACKNOWLEDGEMENT (the “Acknowledgement”) is entered into as of February 9, 2024 (the “Effective Date”), by and between CLEARDAY, INC., a Delaware corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”). BACKGROUND A. The Company and Holder are the parties to that certain common stock

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 15, 2024 (February 9, 2024) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Comm

GLOBAL AMENDMENT TO THE NOTES

Exhibit 10.5 GLOBAL AMENDMENT TO THE NOTES THIS GLOBAL AMENDMENT to the Notes (as defined below) (the “Amendment”) is entered into as of February 9, 2024 (the “Effective Date”), by and between CLEARDAY, INC., a Delaware corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”). BACKGROUND A. The Company and Holder are the part

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Exhibit 10.1 AMENDMENT THIS AMENDMENT to the Note (as defined below) (the “Amendment”) is entered into as of February 9, 2024 (the “Effective Date”), by and between Clearday, Inc., a Delaware corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”). BACKGROUND A. The Company and Holder are the parties to that certain promisso

IN THE CIRCUIT COURT

Exhibit 10.1 IN THE CIRCUIT COURT IN AND FOR COLLIER COUNTY, FLORIDA A.A.D.A, INC., et. al. Plaintiff, CIRCUIT CIVIL DIVISION V. CASE NUMBER: 11-2023-CA-000243-000I-XX MCA NAPLES, LLC, A TENNESSEE LIMITED LIABILITY COMPANY; JAMES WALESA; JOHN DOE AND ALL OTHERS IN POSSESSION, and MCA NAPLES OPERATING COMPANY, LLC, A TENNESSEE LIMITED LIABILITY COMPANY Defendants. / FINAL JUDGMENT OF FORECLOSURE TI

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): February 9, 2024 (February 5, 202

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): February 9, 2024 (February 5, 2024) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-21074 CLEARDAY, I

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Financial Statements and Exhibits

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): January 8, 2024 (January 2, 2024) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commiss

Promissory Note and Second Amendment effective December 31, 2023 by Clearday, Inc. and A.G.P./Alliance Global Partners.

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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) (Com

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.

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 L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-21074 CUSIP NUMBER NOTIFICATION OF LATE FILING 184791 101 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-21074 CLEARDAY, INC. (

First Amendment To Lease Transition Agreement entered into on September 8, 2023, effective as of July 31, 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.

Exhibit 10.2 FIRST AMENDMENT TO LEASE TRANSITION AGREEMENT This First Amendment to Lease Transition Agreement (this “Amendment”) is entered into effective as of July 31, 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

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Financial Statements and Exhibits

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) (Commi

Form of Senior Convertible Notes issued by Clearday, Inc.

Exhibit 10.1 THIS SECURED CONVERTIBLE PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND HAS BEEN ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS, INCLUDING, WITHOUT LIMITATION, THE EXEMPTION CONTAINED IN SECTION 4(a)(2) OF

Letter dated October 17, 2023 from Turner, Stone & Company L.L.P. to the Securities and Exchange Commission

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 resp

First Amendment to Merger Agreement, dated as of August 28, 2023, by and among Viveon Health Acquisition Corp., Clearday, Inc., VHAC2 Merger Sub, Inc., Viveon Health LLC and Clearday SR LLC.

Exhibit 2.1 FIRST AMENDMENT TO MERGER AGREEMENT This First Amendment to Merger Agreement (this “Amendment”), dated as of August 28, 2023 is entered into by and among Clearday, Inc., a Delaware corporation (the “Company”), Viveon Health Acquisition Corp., a Delaware corporation (“Parent”), VHAC2 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Viveon Health LLC, a Delaware limited liability

FRSH / Freshworks Inc Class A / Thinktiv Inc - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clearday, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 184791 101 (CUSIP Number) January 27, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Viveon Health Acquisition Corp. and Clearday, Inc. Announce Amendment to their Definitive Merger Agreement

Exhibit 99.1 Viveon Health Acquisition Corp. and Clearday, Inc. Announce Amendment to their Definitive Merger Agreement Norcross GA and San Antonio, TX (Aug. 29, 2023) (GLOBE NEWSWIRE) —Viveon Health Acquisition Corp. (NYSE American: VHAQ) (“Viveon”), a special purpose acquisition company, and Clearday, Inc. (CLRD) (“Clearday”), an innovative longevity technology company using an integrated platfo

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): August 29, 2023 (August 28, 2023)

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): August 29, 2023 (August 28, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

First Amendment to Merger Agreement, dated as of August 28, 2023, by and among Viveon Health Acquisition Corp., Clearday, Inc., VHAC2 Merger Sub, Inc., Viveon Health LLC and Clearday SR LLC.

Exhibit 2.1 FIRST AMENDMENT TO MERGER AGREEMENT This First Amendment to Merger Agreement (this “Amendment”), dated as of August 28, 2023 is entered into by and among Clearday, Inc., a Delaware corporation (the “Company”), Viveon Health Acquisition Corp., a Delaware corporation (“Parent”), VHAC2 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Viveon Health LLC, a Delaware limited liability

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-21074 CUSIP NUMBER NOTIFICATION OF LATE FILING 184791 101 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-21074 CLEARDAY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

Form of the Stockdale Property Sale and Repurchase Right Agreement dated as of May 22, 2023 by and among James Walesa and Stockdale Associates, Ltd.

Exhibit 10.84 Stockdale Property Sale and Repurchase Right Agreement This Sale and Repurchase Right Agreement (this “Agreement”) is by and among James T. Walesa, and individual with a residence in Bexar County, Texas (“Purchaser”), and Stockdale Associates, Ltd., a Texas Limited Partnership (the “Company”) and is dated as of May 22, 2023 (the “Effective Date”). WHEREAS, the Company is the owner of

List of Subsidiaries.

Exhibit 21 Subsidiaries Of Clearday, Inc. Subsidiary State of Organization AIU 8800 Village Drive, LLC Delaware AIU Alternative Care, Inc. Delaware AIU Impact Management LLC Delaware All In GP Company, LLC Delaware Caerus Hospitality Partners, LLC Delaware Caerus Hospitality, LLC Delaware Cibolo Rodeo, Ltd Texas Clearday Alternative Care Oz Fund, LP Delaware Clearday Clubs, Ltd Texas Clearday Mana

Forbearance Agreement dated as of May 23, 2023 by and among Stearns Bank National Association, as the Lender, Leander Associates LTD, as the Borrower, and James T. Walesa, as the Guarantor

Exhibit 10.11.2 Forbearance Agreement This Forbearance Agreement (the “Agreement”), effective as of May 22, 2023 (the “Effective Date”) is entered into by and among Stearns Bank National Association, a national banking association (“Lender”), Leander Associates LTD, a Texas limited partnership (“Borrower”) and James T. Walesa, a resident of the state of Texas (“Guarantor;” together with Lender and

Business Loan Agreement by and among Stearns Bank National Association, as the Lender, and Leander Associates, Ltd., as the Borrower, dated as of February 10, 2022 and the related Promissory Note by the Borrower in the aggregate principal of $805,000, Commercial Guaranty by James Walesa as the Guarantor, the Commercial Security Agreement and Deed of Trust regarding the property located at Leander, Texas owned by the Borrower, Assignment of Rent by the Borrower, Hazardous Substances Certificate and Indemnity Agreement, Compliance Agreement, and Agreement to Provide Insurance

Exhibit 10.11.1 BUSINESS LOAN AGREEMENT Principal $805,000.00 Loan Date 02-10-2022 Maturity 02-10-2023 Loan No 70021721 Call/ Coll 06 / 420 Account 172240 Officer 807 Initials References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “**” has been omitted due to text length limitations. Borr

Form of Parent Stockholder Support Agreement dated as of April 5, 2023, by and among Viveon Health Acquisition Corp., Clearday, Inc. and certain stockholders of Viveon Health Acquisition Corp.

Exhibit 10.1 PARENT SUPPORT AGREEMENT This PARENT SUPPORT AGREEMENT, dated as of April 5, 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Clearday, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement sh

Form of Parent Stockholder Support Agreement dated as of April 5, 2023, by and among Viveon Health Acquisition Corp., Clearday, Inc. and certain stockholders of Viveon Health Acquisition Corp.

Exhibit 10.1 PARENT SUPPORT AGREEMENT This PARENT SUPPORT AGREEMENT, dated as of April 5, 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Clearday, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement sh

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): April 11, 2023 (April 5, 2023) Cl

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): April 11, 2023 (April 5, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

Merger Agreement dated as of April 5, 2023, by and among Viveon Health Acquisition Corp., Clearday, Inc., VHAC2 Merger Sub, Inc., Viveon Health LLC and Clearday SR LLC

Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated April 5, 2023 by and among Clearday, Inc., Clearday SR LLC, in the capacity as the Company Representative, Viveon Health Acquisition Corp., VHAC2 Merger Sub, Inc. and Viveon Health LLC, in the capacity as the SPAC Representative TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 17 ARTICLE II MERGER 18 2.1 Merger 1

Form of Amended and Restated Registration Rights Agreement, by and among Clearday, Inc. (formerly known as Viveon Health Acquisition Corp.), certain stockholders of Viveon Health Acquisition Corp. and certain stockholders of Clearday, Inc.

Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of [], 2023, is made and entered into by and among Clearday, Inc. (formerly known as Viveon Health Acquisition Corp.), a Delaware corporation (the “Company”), each of the undersigned parties that are Pre-BC Investors (as defined below), and each of

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): April 11, 2023 (April 5, 2023) Cl

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): April 11, 2023 (April 5, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

Form of Company Support Agreement dated as of April 5, 2023, by and among Viveon Health Acquisition Corp., Clearday, Inc. and certain stockholders of Clearday, Inc.

Exhibit 10.2 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of April 5, 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Clearday, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement

Form of Lock-Up Agreement, between the Holder (defined therein) and Viveon Health Acquisition Corp.

Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [], 2023, by and between the undersigned stockholder (the “Holder”) and Viveon Health Acquisition Corp., a Delaware corporation (the “Parent”). A. Parent, VHAC2 Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, Clearday, Inc., a Delaware corporation (the “Company”), and the Represe

Merger Agreement dated as of April 5, 2023, by and among Viveon Health Acquisition Corp., Clearday, Inc., VHAC2 Merger Sub, Inc., Viveon Health LLC and Clearday SR LLC

Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated April 5, 2023 by and among Clearday, Inc., Clearday SR LLC, in the capacity as the Company Representative, Viveon Health Acquisition Corp., VHAC2 Merger Sub, Inc. and Viveon Health LLC, in the capacity as the SPAC Representative TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 17 ARTICLE II MERGER 18 2.1 Merger 1

Form of Amended and Restated Registration Rights Agreement, by and among Clearday, Inc. (formerly known as Viveon Health Acquisition Corp.), certain stockholders of Viveon Health Acquisition Corp. and certain stockholders of Clearday, Inc.

EX-10.4 6 ex10-4.htm Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of [], 2023, is made and entered into by and among Clearday, Inc. (formerly known as Viveon Health Acquisition Corp.), a Delaware corporation (the “Company”), each of the undersigned parties that are Pre-BC Investors (as define

Form of Company Support Agreement dated as of April 5, 2023, by and among Viveon Health Acquisition Corp., Clearday, Inc. and certain stockholders of Clearday, Inc.

Exhibit 10.2 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of April 5, 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Clearday, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement

Form of Lock-Up Agreement, between the Holder (defined therein) and Viveon Health Acquisition Corp.

Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [], 2023, by and between the undersigned stockholder (the “Holder”) and Viveon Health Acquisition Corp., a Delaware corporation (the “Parent”). A. Parent, VHAC2 Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, Clearday, Inc., a Delaware corporation (the “Company”), and the Represe

Lease Termination Agreement dated as of March 31, 2023 by and among certain subsidiaries of Clearday, Inc. party thereto and the other parties thereto

Exhibit 10.1 LEASE TRANSITION AGREEMENT THIS LEASE TRANSITION AGREEMENT (this “Agreement”) is entered into as of March 31, 2023 (the “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 Roc

Clearday Inc. and Viveon Health Acquisition Corp. Announce Definitive Merger Agreement to Accelerate Innovative Longevity-Tech Platform to Market CEO Jim Walesa will lead the combined company, Clearday, as Chief Executive Officer Jagi Gill, Chief Exe

Exhibit 99.1 Clearday Inc. and Viveon Health Acquisition Corp. Announce Definitive Merger Agreement to Accelerate Innovative Longevity-Tech Platform to Market CEO Jim Walesa will lead the combined company, Clearday, as Chief Executive Officer Jagi Gill, Chief Executive Officer and Chairman of Viveon Health, will join the Board of Directors of Clearday San Antonio, TX and Norcross, GA (April 6, 202

Investor Presentation dated April 2023.

Exhibit 99.2

Interim Management and Security Agreement dated as of April 1, 2023 by and between MCA New Braunfels Operating Company, LLC operated under the Memory Care America name, and the new operator party thereto regarding the facility located at New Braunfels, Texas

Exhibit 10.6 INTERIM MANAGEMENT AND SECURITY AGREEMENT THIS INTERIM MANAGEMENT AND SECURITY AGREEMENT (this “Agreement”) is made as of the 1st day of April, 2023, by and between MCA New Braunfels Operating Company, LLC, operated under the Memory Care America name (“MCA”), and Chapters New Braunfels, LLC (the “Manager”). RECITALS A. MCA is the tenant and licensed operator of an assisted living faci

Promissory Note dated March 31, 2023 in the aggregate principal amount of $2,995,547.44 executed by certain subsidiaries of Clearday, Inc. named therein

Exhibit 10.2 PROMISSORY NOTE $2,995,547.44 Fishers, Indiana March 31, 2023 R E C I T A L S WHEREAS, Borrower (defined below) and Lender (defined below) are parties to that certain Lease Transition Agreement, dated as of March 31, 2023 (together with all modifications, amendments, restatements, renewals and/or extensions thereof, collectively, the “Transition Agreement”), whereby, among other thing

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 6, 2023 (April 6, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

Guaranty dated March 31, 2023 by Clearday, Inc.

Exhibit 10.3 GUARANTY FOR VALUE RECEIVED, and in consideration for and as an inducement to MHI LITTLE ROCK, LP, a Delaware limited partnership (“MHI LR”), MHI-MC NEW BRAUNFELS, LP, a Delaware limited partnership (“MHI NB”), and MHI-MC SAN ANTONIO, LP, a Delaware limited partnership (“MHI SA” and, together with MHI LR and MHI NB, individually and collectively, “Landlord”), to (i) make and enter int

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): April 6, 2023 (April 6, 2023) Cle

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): April 6, 2023 (April 6, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

Investor Presentation dated April 2023.

EX-99.2 3 ex99-2.htm Exhibit 99.2

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): April 6, 2023 (March 31, 2023) Cl

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): April 6, 2023 (March 31, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

Interim Management and Security Agreement dated as of April 1, 2023 by and between MCA Westover Hills Operating Company, LLC operated under the Memory Care America name, and the new operator party thereto regarding the facility located at San Antonio, Texas

Exhibit 10.5 INTERIM MANAGEMENT AND SECURITY AGREEMENT THIS INTERIM MANAGEMENT AND SECURITY AGREEMENT (this “Agreement”) is made as of the 1st day of April, 2023, by and between MCA Westover Hills Operating Company, LLC operated under the Memory Care America name (“MCA”), and Chapters San Antonio, LLC (the “Manager”). RECITALS A. MCA is the tenant and licensed operator of an assisted living facili

Operations Transfer Agreement dated as of April 1, 2023 by and among certain subsidiaries of Clearday, Inc. and the new operators named therein of the specified residential care facilities

Exhibit 10.4 OPERATIONS TRANSFER AGREEMENT by and between Memory Care at Good Shepherd, LLC, MCA New Braunfels Operating Company, LLC, and MCA Westover Hills Operating Company, LLC collectively, as Current Operators, and CHAPTERS LITTLE ROCK, LLC, CHAPTERS NEW BRAUNFELS, LLC, and CHAPTERS SAN ANTONIO, LLC collectively, as New Operators April 1, 2023 Memory Care of Little Rock at Good Shepherd 2501

Consulting and Security Agreement dated as of April 1, 2023, by and between Memory Care at Good Shepard, LLC, operated under the Memory Care America name and the new operator party thereto regarding the facility located at Little Rock, LLC

Exhibit 10.7 CONSULTING AND SECURITY AGREEMENT THIS CONSULTING AND SECURITY AGREEMENT (this “Agreement”) is made as of the 1st day of April, 2023, by and between Memory Care at Good Shepard, LLC, an Arkansas limited liability company, operated under the Memory Care America name (“MCA”), and Chapters Little Rock, LLC, an Arkansas limited liability company (the “Consultant”). RECITALS A. MCA is the

Clearday Inc. and Viveon Health Acquisition Corp. Announce Definitive Merger Agreement to Accelerate Innovative Longevity-Tech Platform to Market CEO Jim Walesa will lead the combined company, Clearday, as Chief Executive Officer Jagi Gill, Chief Exe

Exhibit 99.1 Clearday Inc. and Viveon Health Acquisition Corp. Announce Definitive Merger Agreement to Accelerate Innovative Longevity-Tech Platform to Market CEO Jim Walesa will lead the combined company, Clearday, as Chief Executive Officer Jagi Gill, Chief Executive Officer and Chairman of Viveon Health, will join the Board of Directors of Clearday San Antonio, TX and Norcross, GA (April 6, 202

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 SEC FILE NUMBER 000-21074 CUSIP NUMBER NOTIFICATION OF LATE FILING 184791 101 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): March 23, 2023 (March 17, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commissio

(1) Agreement Regarding Funding Of Necessary Operating Expenses (lease amendment and additional guarantee) by and between: (i) MHI-MC San Antonio, LP; MHI-MC New Braunfels, LP; and MHI Little Rock, LP (individually and collectively, “Landlord”), on the one hand and (ii) certain subsidiaries of Clearday, Inc., one the other; (2) Reaffirmation and Agreement by certain individual Guarantors and (3) Joinder by Additional Guarantor by Clearday, Inc.

EX-10.1 2 ex10-1.htm Exhibit 10.1 AGREEMENT REGARDING FUNDING OF NECESSARY OPERATING EXPENSES This Agreement Regarding Funding of Necessary Operating Expenses (this “Agreement”) is entered into as of March 17, 2023 (the “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 Ne

Viveon Health Acquisition Corp. and Clearday Inc. Announce Signed Letter of Intent to Merge and Create a Leading Longevity Care Company

Exhibit 99.1 Viveon Health Acquisition Corp. and Clearday Inc. Announce Signed Letter of Intent to Merge and Create a Leading Longevity Care Company Healthcare and med-tech management teams join forces to accelerate longevity-tech solutions into more than 130 million American lives by 2030. Norcross, Georgia, and San Antonio, Texas (March 2, 2023). — Viveon Health Acquisition Corp. (NYSE American:

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): March 2, 2023 (March 1, 2023) Cle

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): March 2, 2023 (March 1, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

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): February 24, 2023 (February 17, 2

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): February 24, 2023 (February 17, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Form of the Convertible Promissory Note issued by AIU Alternative Care, Inc.

EX-10.4 5 ex10-4.htm Exhibit 10.4 FORM THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UPON RECEIPT BY THE COMPAN

Promissory Note dated February 17, 2023 in the principal amount of $172,217.

EX-10.1 2 ex10-1.htm Exhibit 10.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, A

Common Stock Purchase Warrant issued February 17, 2023 for 225,000 shares of common stock

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Securities Purchase Agreement, dated as of February 17, 2023, by and between Clearday, Inc. and Jefferson Street Capital LLC.

EX-10.3 4 ex10-3.htm Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 17, 2023, by and between CLEARDAY, INC., a Delaware corporation, with its address at 8800 Village Drive, Suite 106, San Antonio, Texas 78217 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 720 Monro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 16, 2023 (February 10, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Form of Promissory Note dated February 10, 2023 in the principal amount of $194,360.

Exhibit 10.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Form of Securities Purchase Agreement, dated as of February 10, 2023, by and between Clearday, Inc. and 1800 Diagonal Lending LLC.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 10, 2023, by and between CLEARDAY, INC., a Delaware corporation, with its address at 8800 Village Drive, Suite 106, San Antonio, Texas 78217 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alex

Agreement to Convert Obligations dated as of January 27, 2023

Exhibit 10.1 CONVERSION OF OBLIGATIONS Reference is hereby made to the obligations of Clearday Management Ltd. (“Management”) to Thinktiv, Inc. (“Thinktiv”) in the aggregate amount of $3,247,981.88 as of December 31, 2022, and the prior promise of Clearday, Inc. (the “Company”). This agreement (this “Agreement”) regarding the conversion of obligations to Common Stock is by and among Management, Th

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 2, 2023 (January 27, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commi

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 26, 2023 (January 26, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commi

Clearday Retains ClearThink Capital to Explore Unlocking Value with SPACs

Exhibit 99.1 Clearday Retains ClearThink Capital to Explore Unlocking Value with SPACs San Antonio, Texas January 26, 2023, (GlobeNewswire) - Clearday, Inc. (OTCQX: CLRD), the “Company” or “Clearday” or “we”, retained ClearThink Capital LLC, a boutique investment and transactional advisory firm, to support Clearday’s strategy to explore transactions to unlock the value of its innovative care busin

Clearday Signs a Letter of Intent to Purchase a Property Portfolio and Further Diversify its Revenue Streams

Exhibit 99.1 Clearday Signs a Letter of Intent to Purchase a Property Portfolio and Further Diversify its Revenue Streams San Antonio, Texas, January 24, 2023 (GlobeNewswire). Clearday, Inc. (OTCQX:CLRD) (“Clearday”, the “Company” or “we”) is pleased to report its progress to diversify it income streams. Clearday has signed a nonbinding Letter of Intent to acquire two adjacent senior living proper

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 24, 2023 (January 24, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commi

Promissory Note dated January 12, 2023 issued by the Company to Mast Hill Fund, L.P. in the initial principal amount of $600,000.

Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

Common Stock Purchase Warrant dated January 12, 2023 for 851,000 shares of common stock issued to Mast Hill Fund, L.P.

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Guaranty dated as of January 12, 2023 by SRP Artesia, LLC*

EX-10.6 7 ex10-6.htm Exhibit 10.6 GUARANTY THIS GUARANTY (“Guaranty”), dated as of January 12, 2023, is made by SRP Artesia, LLC, a Delaware limited liability company (the “Guarantor”), in favor of Mast Hill Fund, L.P., a Delaware limited partnership (the “Lender”) (together with the Guarantor, the “Parties”). W I T N E S S E T H: WHEREAS, Lender is making a loan (the “Loan”) to CLEARDAY, INC., a

Common Stock Purchase Warrant dated January 12, 2023 for 1,134,000 shares of common stock issued to Mast Hill Fund, L.P.

EX-10.3 4 ex10-3.htm Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

Securities Purchase Agreement dated as of January 12, 2023 by and between the Company and Mast Hill Fund, L.P.*

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 12, 2023, by and between CLEARDAY, INC., a Delaware corporation, with headquarters located at 8800 Village Drive, Suite 106, San Antonio, TX 78217 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 19, 2023(January 12, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commis

Registration Rights Agreement dated as of January 12, 2023 by and between the Company and Mast Hill Fund, L.P.

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2023, by and between CLEARDAY, INC., a Delaware corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanin

Clearday’s Companion Robotics Robot Mitra Shows Tremendous Acceptance by TRECS Institute which Expanded their Grant Application Program Into 30 States for the 1

Exhibit 99.1 Clearday’s Companion Robotics Robot Mitra Shows Tremendous Acceptance by TRECS Institute which Expanded their Grant Application Program Into 30 States for the 1st qtr. of 2023 San Antonio, Texas January 11, 2023 (GlobeNewswire) - Clearday, Inc. (OTCQX: CLRD) is pleased to see wide range acceptance of the Company’s Mitra Robot by TRECS Institute, which announced that they will expand t

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 12, 2023 (January 11, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commi

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): January 10, 2023 (January 4, 2023

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): January 10, 2023 (January 4, 2023) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commis

Commercial Contract for Unimproved Property, effective January 4, 2023, by and between Leander Associates, Ltd., a Texas limited partnership (“Seller”), and the purchaser specified therein.

Exhibit 10.1 COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS, INC. IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc. 2022 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 3, 2023 (December 30, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commi

SCON / Superconductor Technologies, Inc. / Walesa James Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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

Restricted Stock Award and Issuance Agreement between Clearday, Inc. and James T. Walesa dated as of December 30, 2022.

Exhibit 10.1 Restricted Stock Award and Issuance Agreement This Restricted Stock Award and Issuance Agreement (this ?Agreement?) is made and entered into as of December 30, 2022 by and between Clearday, Inc., a Delaware corporation (the ?Company?), and James T. Walesa (the ?Holder?). WHEREAS, the Holder is the Chief Executive Officer of the Company; WHEREAS, the Holder has advanced cash amounts to

Clearday’s Companion Robotics Solution Mitra Selected for Pennsylvania Pilot Program

Exhibit 99.1 Clearday?s Companion Robotics Solution Mitra Selected for Pennsylvania Pilot Program San Antonio, Texas December 29, 2022 (GlobeNewswire) - Clearday, Inc. (OTCQX: CLRD) (?Clearday? or the ?Company?) is pleased to announce that TRECS Institute has applied for a grant from the Pennsylvania State Civil Penalty Fund to access funds for skilled nursing facilities to purchase Mitra robots f

Regulation FD Disclosure, Financial Statements and Exhibits

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 29, 2022 (December 29, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Form of Securities Purchase Agreement by and between Clearday, Inc. and 1800 Diagonal Lending LLC

EX-10.2 3 ex10-2.htm Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December , 2022, by and between CLEARDAY, INC., a Delaware corporation, with its address at 8800 Village Drive, Suite 106, San Antonio, Texas 78217 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Ro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Termination of a Material Definitive Agreement

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 27, 2022 (December 20, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Form of Promissory Note in the principal amount of $116,760

Exhibit 10.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Regulation FD Disclosure, Financial Statements and Exhibits

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 21, 2022 (December 21, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Clearday’s “Companion Robotics” Chosen as a “Revolutionary Elder Care Solution” By TRECS Institute

EX-99.1 2 ex99-1.htm Exhibit 99.1 For Immediate Release Clearday’s “Companion Robotics” Chosen as a “Revolutionary Elder Care Solution” By TRECS Institute San Antonio, TX, December 21, 2022 (GLOBE NEWSWIRE) – Clearday, Inc. (OTCQX: CLRD) (the “Company” or “we”) is pleased to announce that the Company’s “Companion Robotics” for elder care, was selected as a “Revolutionary Elder Care Solution” by TR

Clearday’s Companion Robot is Working in the Home Environment

Exhibit 99.1 FOR RELEASE DECEMBER 1, 2022 8:30 AM EST Clearday?s Companion Robot is Working in the Home Environment San Antonio, Texas December 1, 2022 Clearday, Inc. (OTCQX: CLRD) (?Clearday? or the ?Company?) is pleased to report the initial success of its pilot program that is bringing Mitra, its companion robot that focuses on changing the way people age in place in the home environment. Clear

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 30, 2022 (November 23, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 30, 2022 (November 30, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-21074 CLEARDAY, I

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 21, 2022 (November 21, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Clearday’s International Marketing of Robotic Services

Exhibit 99.1 FOR IMMEDIATE RELEASE Clearday?s International Marketing of Robotic Services San Antonio, Texas November 21, 2022 Clearday, Inc. (OTCQX: CLRD) (the Company) is pleased to announce its marketing program focused on providing the Mitra companion robotic services to the global market. The Company has identified several underserved healthcare markets across the globe. These emerging market

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 21, 2022 (November 21, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Property Sale Proceeds Advance Agreement dated as of November 21, 2022 by and among Leander Associates, Ltd. and KOBO, LP

EX-10.1 2 ex10-1.htm Exhibit 10.1 Property Sale Proceeds Advance Reference is made to that certain Purchase and Sale Agreement (the “PS Agreement”) effective April 4, 2022 by and between Leander Associates, Ltd. (“Leander”) and Leander Ridge, LLC (“Buyer”), as amended by the First Amendment thereto effective July 5, 2022 and the Second Amendment thereto effective August 5, 2022 providing, inter al

Clearday’s 2022 Year to Date Update

Exhibit 99.1 FOR IMMEDIATE RELEASE Clearday?s 2022 Year to Date Update San Antonio, Texas November 21, 2022. Clearday, Inc. (OTCQX:CLRD) (the Company or Clearday) is pleased to report its continued development of care for older Americans as it has moved to stabilize the operating results of its communities. Jim Walesa, Founder and CEO of Clearday, noted that ?our industry has been faced with numer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-21074 CUSIP NUMBER NOTIFICATION OF LATE FILING 184791 101 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September

Clearday To Provide Robotic Services To Skilled Nursing Facilities

Exhibit 99.1 Clearday To Provide Robotic Services To Skilled Nursing Facilities San Antonio, Texas, November 14, 2022. Clearday (OTCQX: CLRD) is pleased to announce that Chandler Hall Health Services intends to use Clearday groundbreaking ?companion robotics? inside the Chandler Hall?s Healthcare system. The companion robots include Clearday at Home, Clearday?s proprietary digital care system that

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 14, 2022 (November 14, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

CLEARDAYTM “COMPANION” ROBOTICS IMPACTS A MEGA-WAVE OF AGING IN THE RIGHT PLACE

Exhibit 99.1 CLEARDAYTM ?COMPANION? ROBOTICS IMPACTS A MEGA-WAVE OF AGING IN THE RIGHT PLACE San Antonio, Texas October 25, 2022 Clearday, Inc. (OTCQX: CLRD) is pleased to announce the next step of its domestic and international robotic sales and services with the addition of sales professionals in California, Arizona, Florida and Texas. Each of these states has a large number of Americans over 65

Regulation FD Disclosure, Financial Statements and Exhibits

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 25, 2022 (October 25, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commi

Securities Purchase Agreement dated as of September 28, 2022 by and between the Company and Mast Hill Fund, L.P.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 28, 2022, by and between CLEARDAY, INC., a Delaware corporation, with headquarters located at 8800 Village Drive, Suite 106, San Antonio, TX 78217 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (th

Common Stock Purchase Warrant dated September 28, 2022 for 900,000 shares of common stock issued to Mast Hill Fund, L.P.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Registration Rights Agreement dated as of September 28, 2022 by and between the Company and Mast Hill Fund, L.P.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of September 28, 2022, by and between CLEARDAY, INC., a Delaware corporation (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the ?Investor?). Capitalized terms used herein and not otherwise defined herein shall have the respective mean

Promissory Note dated September 28, 2022 issued by the Company to Mast Hill Fund, L.P. in the initial principal amount of $600,000.

Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 4, 2022 (September 28, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-21074 CLEARDAY, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 formnt10-q.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-21074 CUSIP NUMBER NOTIFICATION OF LATE FILING 184791 101 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Fo

Purchase and Sale Agreement dated as of July 27, 2022 by and among MCA Westover Hills Operating Company LLC (“MCA Westover”) and One River Funding, LLC, including the Personal Performance Guarantee by Christen Hemmens in favor of such purchaser.

EX-10.1 2 ex10-1.htm Exhibit 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of this 27th day of July 2022 (the “Effective Date”) by and between the following parties: MCA WESTOVER HILLS OPERATING COMPANY, LLC d/b/a Memory Care of Westover Hills which is a Limited Liability Company located at 10910 Town Center Drive San Antonio, TX 78

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 2, 2022 (July 27, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 25, 2022 (July 19, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

Future Receivables Sale and Purchase Agreement dated as of July 20, 2022 by and among MCA Westover Hills Operating Company LLC (“MCA Westover”) and Fox Capital Group, Inc., including the Guaranty of Performance dated as of even date by James Walesa in favor of such purchaser.

Exhibit 10.1 Fox Capital Group, Inc. P: (800) 895-4424 | F: 866-557-0455 | [email protected] FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT This Agreement (?Agreement?) dated July 20, 2022, is made between Fox Capital Group, Inc. (?FCG?) and the following merchant(s) (hereinafter, ?Merchant?), owner (s) (?Owner?) and guarantor(s) (?Guarantor?): Legal Name of Merchant(s): MCA WEST

Revenue Purchase Agreement dated as of July 21, 2022 by and among MCA Naples Operating Company LLC (“MCA Naples”) and Swift Funding Source and the Security Agreement and the Guaranty of Performance each dated as of even date.

Exhibit 10.3 REVENUE PURCHASE AGREEMENT Agreement dated 7/21/2022 between SWIFT FUNDING SOURCE (?PURCHASER?) and the Merchant listed below (?MERCHANT?) MERCHANT INFORMATION Merchant?s Legal Name: MCA NAPLES OPERATING COMPANY LLC AND State of Incorporation / Organization: TX Physical Address 8800 VILLAGE DRIVE SUITE 201 City SAN ANTONIO State TX Zip 78217 Business Phone Contact Name CHRISTIN L HEMM

Revenue Purchase Agreement dated as of July 20, 2022 by and among MCA Westover and Samson MCA LLC and the Security Agreement and the Guaranty of Performance each dated as of even date

Exhibit 10.2 REVENUE PURCHASE AGREEMENT This Revenue Purchase Agreement and Security Agreement and Guaranty of Performance (?Agreement?) dated 07/20/2022 between Samson MCA LLC (?FUNDER?) the Merchant(s) listed below (Merchant?) and the Individual(s) listed below (?Guarantor?) MERCHANT INFORMATION Merchant?s Legal Name: MCA WESTOVER HILLS OPERATING COMPANY LLC D/B/A: MCA NEW BRAUNFELS OPERATING CO

Future Receipts Sale and Purchase Agreement dated as of July 13, 2022 by and among MCA New Braunfels Operating Company LLC (“MCA New Braunfels”) and Cloudfund LLC d/b/a Samson Group including the Personal Guaranty of Performance dated as of even date by James Walesa in favor of such purchaser.

Exhibit 10.1 SAMSON GROUP 400 Rella Blvd. Suite 165-101, Suffern, NY 10901 FUTURE RECEIPTS SALE AND PURCHASE AGREEMENT This agreement (this ?Agreement?), dated 7/13/2022, between CLOUDFUND LLC d/b/a SAMSON GROUP (?Buyer?) and the seller(s) listed herein (collectively, the ?Seller?) (all capitalized terms shall have the meanings ascribed to them below): Business Legal Name: MCA NEW BRAUNFELS OPERAT

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

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): July 19, 2022 (July 13, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

Revenue Purchase and Security Agreement and Guaranty of Performance dated as of July 13, 2022 by and among MCA Westover Hills Operating Company LLC (“MCA Westover”) and Samson MCA LLC including the Guaranty of Performance dated as of even date by James Walesa.

Exhibit 10.2 Revenue Based Factoring (RBF/ACH) Agreement Phone: 347-442-7999 Fax: 718-304-1163 Samson MCA LLC Contract ID #50524684 Steven Markowitz, Jr. Initial: 1 REVENUE PURCHASE AGREEMENT This Revenue Purchase Agreement and Security Agreement and Guaranty of Performance (?Agreement?) dated 07/13/2022 between Samson MCA LLC (?FUNDER?) the Merchant(s) listed below (Merchant?) and the Individual(

Registration Rights Agreement dated as of July 1, 2022 by and between the Company and Mast Hill Fund, L.P.

Exhibit 10.4

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 8, 2022 (July 1, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission Fi

Securities Purchase Agreement dated as of July 1, 2022 by and between the Company and Mast Hill Fund, L.P.

Exhibit 10.1

Promissory Note dated July 1, 2022 issued by the Company to Mast Hill Fund, L.P. in the initial principal amount of $600,000.

Exhibit 10.2

Promissory Note and Amendment dated July 7, 2022 in the principal amount of $550,000 to A.G.P./Alliance Global Partners.

Exhibit 10.5 PROMISSORY NOTE AND AMENDMENT $550,000 July 6, 2022 New York, NY Reference is hereby made to that certain Promissory Note (the ?Original Note?) in the initial principal amount of $2,630,000 by Clearday, Inc. (?Borrower?) payable to the order of A.G.P./Alliance Global Partners (?Lender?) and that certain Advisory Agreement dated July 25, 2019 by and between Lender and AIU Alternative C

Common Stock Purchase Warrant dated July 1, 2022 for 900,000 shares of common stock issued to Mast Hill Fund, L.P.

Exhibit 10.3

Revenue Purchase and Security Agreement and Guaranty of Performance dated as of May 25, 2022 by and among Memory Care at Good Shepard LLC (“MCA Good Shepard”) and Samson MCA LLC including the Guaranty of Performance dated as of even date by James Walesa.

Exhibit 10.2 REVENUE PURCHASE AGREEMENT This Revenue Purchase Agreement and Security Agreement and Guaranty of Performance (?Agreement?) dated 05/24/2022 between Samson MCA LLC (?FUNDER?) the Merchant(s) listed below (Merchant?) and the Individual(s) listed below (?Guarantor?) MERCHANT INFORMATION Merchant?s Legal Name: MEMORY CARE AT GOOD SHEPARD LLC D/B/A: MEMORY CARE AT GOOD SHEPARD LLC State o

Future Receipts Sale and Purchase Agreement dated as of May 24, 2022 by and among MCA Naples Operating Company LLC (“MCA Naples”) and Cloudfund LLC d/b/a Samson Group including the Personal Guaranty of Performance dated as of even date by James Walesa in favor of such purchaser.

Exhibit 10.1 SAMSON GROUP 400 Rella Blvd. Suite 165-101, Suffern, NY 10901 FUTURE RECEIPTS SALE AND PURCHASE AGREEMENT This agreement (this ?Agreement?), dated 5/24/2022, between CLOUDFUND LLC d/b/a SAMSON GROUP (?Buyer?) and the seller(s) listed herein (collectively, the ?Seller?) (all capitalized terms shall have the meanings ascribed to them below): Business Legal Name: MCA NAPLES OPERATING COM

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 31, 2022 (May 24, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission Fi

Promissory Note dated May 27, 2022 in the original principal amount of $172,200 including the original issue discount stated therein, by Clearday, Inc.

Exhibit 10.4 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Securities Purchase Agreement, dated as of May 27, 2022, by and between Clearday, Inc., and the purchaser named therein.

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 27, 2022, by and between CLEARDAY, INC., a Delaware corporation, with its address at 8800 Village Drive, Suite 106, San Antonio, Texas 78217 (the ?Company?), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite

Form of Promissory Note payable to the order of GS Capital Partners LLC in the original principal amount of $115,000 including $12,300 of original issue discount

Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Promissory Note dated May 16, 2022 payable to the order of Jefferson Street Capital LLC in the original principal amount of $168,000 including $18,000 of original issue discount

Exhibit 10.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Securities Purchase Agreement dated as of May 20, 2022 by and between Clearday, Inc. and GS Capital Partners LLC

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 20, 2022, by and between Clearday, Inc., a Delaware corporation, with headquarters located at 8800 Village Drive, Suite 106, San Antonio, TX 78217 (the ?Company?) and GS CAPITAL PARTNERS, LLC, with its address at 1 East Liberty Street Suite 600, Reno, Nevada 89501, (the ?Buyer?). WHEREA

Securities Purchase Agreement dated as of May 16, 2022 by and between Clearday, Inc. and Jefferson Street Capital LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 16, 2022, by and between CLEARDAY, INC., a Delaware corporation, with its address at 8800 Village Drive, Suite 106, San Antonio, Texas 78217 (the ?Company?), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 720 Monroe Street, Suite C401B, Hob

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-21074 CLEARDAY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-21074 CUSIP NUMBER NOTIFICATION OF LATE FILING 184791 101 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 29, 2022 (April 25, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commissio

Revenue Purchase and Security Agreement and Guaranty of Performance dated as of April 25, 2022 by and among MCA Westover Hills Operating Company, LLC (“MCA”) and Samson MCA LLC including the Guaranty of Performance by James Walesa.

Exhibit 10.1 REVENUE PURCHASE AGREEMENT This Revenue Purchase Agreement and Security Agreement and Guaranty of Performance (?Agreement?) dated as of 04/25/2022 between Samson MCA LLC (?FUNDER?) the Merchant(s) listed below (Merchant?) and the Individual(s) listed below (?Guarantor?) MERCHANT INFORMATION Merchant?s Legal Name: MCA WESTOVER HILLS OPERATING COMPANY LLC D/B/A: Memory Care of Westover

Revenue Purchase and Security Agreement and Guaranty of Performance dated as of April 28, 2022 by and among MCA Westover Hills Operating Company, LLC (“MCA”) and Samson MCA LLC including the Guaranty of Performance by James Walesa.

Exhibit 10.2 REVENUE PURCHASE AGREEMENT This Revenue Purchase Agreement and Security Agreement and Guaranty of Performance (?Agreement?) dated 04/28/2022 between Samson MCA LLC (?FUNDER?) the Merchant(s) listed below (Merchant?) and the Individual(s) listed below (?Guarantor?) MERCHANT INFORMATION Merchant?s Legal Name: MCA WESTOVER HILLS OPERATING COMPANY LLC D/B/A: MEMORY CARE OF WESTOVER HILLS

List of Subsidiaries. (32)

Exhibit 21 Subsidiaries Of Clearday, Inc. Subsidiary State of Organization AIU 8800 Village Drive, LLC Delaware AIU Alternative Care, Inc. Delaware AIU Impact Management LLC Delaware All In GP Company, LLC Delaware Caerus Hospitality Partners, LLC Delaware Caerus Hospitality, LLC Delaware Cibolo Rodeo, Ltd Texas Clearday Alternative Care Oz Fund, LP Delaware Clearday Clubs, Ltd Texas Clearday Mana

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

Merchant Cash Advance Agreement, effective April 12, 2022 by and between LG Funding LLC and MCA Naples LLC and its affiliates named therein and the Personal Guaranty by Christin Hemmens

Exhibit 10.52 LG FUNDING LLC 1218 UNION STREET, BROOKLYN, NY 11225 (800)419-1160 STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated 4/12/2022 by and between LG FUNDING LLC (?LG?) and each merchant listed below (?Merchant?). Merchant?s Legal Name: MCA NAPLES LLC; MEMORY CARE AMERICA LLC;MCA MANAGEMENT COMPANY, INC., MCA NAPLES HOLDINGS LLC. MEMORY CARE AT GOOD SHEPHERD LLC D/B/A/:

Code of Business Conduct and Ethics

EXHIBIT 14 CLEARDAY, INC. CODE OF BUSINESS CONDUCT AND ETHICS Clearday, Inc and its Subsidiaries In the wake of several large corporate scandals and bankruptcies, the SEC and other governing bodies have implemented additional controls and procedures for publicly reporting companies. We have always prided ourselves on maintaining the highest ethical standards, and we have always had certain policie

Form of the Series F Preferred Stock Certificate

Exhibit 4.2 [PREFERRED] B-[] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE **[ ]** CLEARDAY, INC. THIS CERTIFIES THAT is the registered holder of Shares of 6.75% Series F Cumulative Convertible Preferred Stock of Clearday, Inc. (hereinafter designated the ?Corporation?), transferrable only on the share register of the Corporation, in person or by duly authorized Attorney, upon surrender of

Description of Securities

Exhibit 4.13 DESCRIPTION OF CAPITAL STOCK OF CLEARDAY The following description of Clearday?s capital stock and provisions of its amended and restated certificate of incorporation and amended and restated bylaws as in effect on December 31. 2021. General Clearday?s authorized capital stock consists of 80,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of convertib

Form of Common Stock Certificate

Exhibit 4.1 FORM OF STOCK CERTIFICATE CLEARDAY, INC. COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 184791 10 1 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE OF $0.001 PER SHARE, OF CLEARDAY, INC. transferable on the books of the Corporation by the holder hereof in person or by du

Merchant Agreement dated April 13, 2022 by Premium Merchant Funding 18, LLC and Memory Care At Good Shepherd LLC

Exhibit 10.53 This Merchant Agreement (hereafter ?Agreement?) is by, between, and among PMF, the above-listed Merchant, and Guarantor listed below at page (?Guarantor? or ?Guarantors?). PMF, Merchant, and Guarantor(s) are collectively referred to as the ?Parties?. Merchant hereby sells, assigns, and transfers to PMF (making PMF the absolute owner) in consideration of the ?Purchase Price? specified

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 11, 2022 (April 5, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commission

Purchase and Sale Agreement, effective April 5, 2022, by and between Leander Associates, Ltd., a Texas limited partnership (“Seller”), and the purchaser specified therein

EX-10.3 4 ex10-3.htm Exhibit 10.3 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 5th day of April, 2022, by and between LEANDER ASSOCIATES, LTD., a Texas limited partnership (collectively, “Seller”), and LEANDER RIDGE, LLC, a Texas limited liability company (“Buyer”). ARTICLE 1 PURCHASE AND SALE 1.01 Agreement of Purchase and Sale. Subject to the

Form of Promissory Note dated April 5, 2022 in the principal amount of $172,200 payable to the lender specified therein

Exhibit 10.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Form of Securities Purchase Agreement, dated as of April 5, 2022, by and between Clearday, Inc. and Sixth Street Lending LLC

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 5, 2022, by and between CLEARDAY, INC., a Delaware corporation, with its address at 8800 Village Drive, Suite 106, San Antonio, Texas 78217 (the ?Company?), and SIXTH STREET LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandri

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 SEC FILE NUMBER 000-21074 CUSIP NUMBER NOTIFICATION OF LATE FILING 184791 101 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 30, 2022 (March 24, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commissio

Merchant Agreement dated as of March 24, 2022 by and among MCA Westover Hills Operating Company, LLC (“MCA”) and PIRS Capital, LLC (“Merchant”) and the related Guaranty dated as of March 24, 2022 by James Walesa

Exhibit 10.1 PIRS Capital, LLC 1688 Meridian Ave, Ste 700 Miami Beach, FL 33139 MERCHANT AGREEMENT MERCHANT INFORMATION Merchant?s Legal Name: MCA WESTOVER HILLS OPERATING COMPANY, LLC D/B/A: MEMORY CARE OF WESTOVER HILLS Phone Number: (210) 802-3656 Cell Phone: Type of entity: ? Corporation ? Limited Liability Company ? Limited Partnership ? Limited Liability Partnership ? Sole Proprietor Physica

Futures Receipts Sale and Purchase Agreement dated as of March 16, 2022 between MCA and Cloudfund LLC d/b/a Samson Group and Personal Guaranty of Performance dated as of March 16, 2022 between James Walesa and Cloudfund LLC d/b/a Samson Group

Exhibit 10.1 SAMSON GROUP 400 Rella Blvd. Suite 165-101, Suffern, NY 10901 FUTURE RECEIPTS SALE AND PURCHASE AGREEMENT This agreement (this ?Agreement?), dated 3/16/2022, between CLOUDFUND LLC d/b/a SAMSON GROUP (?Buyer?) and the seller(s) listed herein (collectively, the ?Seller?) (all capitalized terms shall have the meanings ascribed to them below): Business Legal Name: MCA NEW BRAUNFELS OPERAT

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 22, 2022 (March 16, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commissio

Revenue Purchase Agreement and Security Agreement and Guaranty of Performance dated as of March 16, 2022 between MCA and Samson MCA LLC and the Security Agreement and Guaranty of Performance dated March 16, 2022 by James Walesa

EX-10.2 3 ex10-2.htm Exhibit 10.2 Revenue Based Factoring (RBF/ACH) Agreement Phone: 347-442-7999 Fax: 718-304-1163 Samson MCA LLC Contract ID #10523147 Steven Markowitz, Jr. 1 REVENUE PURCHASE AGREEMENT This Revenue Purchase Agreement and Security Agreement and Guaranty of Performance (“Agreement”) dated 03/16/2022 between Samson MCA LLC (“FUNDER”) the Merchant(s) listed below (Merchant”) and the

Personal Guaranty of Performance by Christen Hemmens for the benefit of CFG Merchant Solutions, LLC

Exhibit 10.2 PERSONAL GUARANTY OF PERFORMANCE This Personal Guaranty of Performance (this ?Guaranty?) is executed as of 28 February , 2022 by Christin Hemmens (the ?Guarantor?), for the benefit of CFG Merchant Solutions, LLC (?Buyer?). Capitalized terms used herein, but not defined, shall have the meanings assigned to them in the Purchase Agreement (as hereinafter defined). RECITALS A. Pursuant to

Purchase Agreement dated as of February 28, 2022, by and between MCA and CFG Merchant Solutions, LLC

Exhibit 10.1 PURCHASE AGREEMENT This Purchase Agreement (?Agreement?) is made and entered into as of 2/28/2022 , by and between CFG Merchant Solutions, LLC, a Delaware limited liability company located at 180 Maiden Lane 15th Floor, New York, NY 10038 (?Buyer?), as Buyer, and MCA NAPLES, LLC DBA MCA NAPLES located at 2626 Goodlette-Frank Road, Naples, FL, 34103 (hereafter ?Seller?), as Seller. Cap

Agreement of Sale of Future Receipts by and between Memory Care At Good Shepherd, LLC, as the Merchant, and James Walesa as Guarantor, and Libertas Funding LLC, as the Purchaser

Exhibit 10.3 Libertas Funding LLC 411 West Putnam Ave Suite 220, Greenwich, CT 06380 AGREEMENT OF SALE OF FUTURE RECEIPTS This AGREEMENT OF SALE OF FUTURE RECEIVABLES (this ?Agreement?) dated as of 03/04/2022, is made by and between Libertas Funding LLC, a Connecticut Limited Liability Company as purchaser (?Purchaser?), the merchant whose name, address and other pertinent information is set forth

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 4, 2022 (February 28, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commiss

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 25, 2022 (February 18, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Purchase and Sale Agreement dated as of February 18, 2022 by and between MCA Naples, LLC and the purchaser party thereto

Exhibit 10.1 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this ?Agreement?) is dated as of February 18, 2022 by and between (1) MCA Naples, LLC, a Tennessee limited liability company (?Seller?), and (2) Richard Morris and Arlene Berliner, JTWROS (the ?Purchaser?). RECITALS WHEREAS, Seller is the owner and holder of the title to the property set forth on Exhibit A attached hereto (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 2, 2022 (January 31, 2022) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 5, 2022 (December 30, 2021) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Commi

Regulation FD Disclosure

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 21, 2021 (December 21, 2021) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Corporate Presentation

EX-99.1 2 ex99-1.htm Exhibit 99.1

Changes in Registrant's Certifying Accountant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 14, 2021 (December 8, 2021) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Comm

Clearday Inc. Appoints John Bergeron as Chief Financial Officer

Exhibit 99.1 Clearday Inc. Appoints John Bergeron as Chief Financial Officer December 14, 2021 - Clearday, Inc. (OTCQB: CLRD) announced today that John Bergeron joined the company as chief financial officer effective December 8, 2021. John will be responsible for leading the development of the financial strategy to support the business, including investment strategies and five-year financial plans

SCON / Superconductor Technologies, Inc. / Walesa James Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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

Other Events

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) (Commi

Changes in Registrant's Certifying Accountant, 8-K

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 3, 2021 (November 30, 2021) Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Comm

Letter dated December 3, 2021 from Friedman LLP to the SEC

Exhibit 16.1 December 3, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 We have read Item 4.01 of the Current Report on Form 8-K of Clearday, Inc. (formerly known as Superconductor Technologies Inc.)., dated December 3, 2021. We agree with the statements made in the first, second, third, fourth, fifth and seventh paragraphs of Item 4.01 of such Form 8-K. Yours tr

CLEARDAY OPERATIONS, INC. FORMERLY KNOWN AS ALLIED INTEGRAL UNITED, INC. June 30, 2021 Table of Contents

Exhibit 99.3 CLEARDAY OPERATIONS, INC. FORMERLY KNOWN AS ALLIED INTEGRAL UNITED, INC. June 30, 2021 Table of Contents Page PART I Financial Information Item 1. Financial Statements (unaudited) 1 Unaudited Condensed Consolidated Balance Sheets ? June 30, 2021 And December 31, 2020 1 Unaudited Condensed Consolidated Statements of Operations ? Three and Six Months Ended June 30, 2021 and 2020 2 Unaud

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information was prepared under GAAP, and gives effect to the merger and the related transactions (the ?merger?) under the Agreement and Plan of Merger, dated as of May 14, 2021 and amended and restated as of June 11, 2021, and as further amended as of July 12, 20

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): November 24, 2021 Clearday, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21074 77-0158076 (State or Other Jurisdiction of Incorporation) (Com

Subordination, Nondisturbance and Attornment Agreement dated April 28, 2021 by and among Benworth Capital Partners, LLC, a Florida limited liability company, MCA Naples Operating Company, LLC, a Tennessee limited liability company, and MCA Naples, LLC, a Tennessee limited liability company

Exhibit 10.13.7

Lease Agreement dated as of February 3, 2016 by and between MC-Simpsonville, SC-1 UT, LLC, a Utah limited liability company and MCA Simpsonville Operating Company, LLC, a Tennessee limited liability company; and First Amendment thereto dated as of October 17, 2017, and Second Amendment thereto dated as of March 12, 2018 and the Third Amendment thereto dated as of May ___, 2018

Exhibit 10.8

Renewal, Extention and Amendment Agreement regarding the amendment to the Deed of Trust and Security Agreement regarding the Term Promissory Note issued by SRP Artesia, LLC payable to the order of Firstcapital Bank of Texas, N.A., a national banking association

Exhibit 10.16.2

Assignment and Security Agreement dated July 13, 2012 by and between Memory Care America, LLC and Betty Gearhart, as the secured party

Exhibit 10.11

Continuing and Unconditional Guaranty dated April 28, 2021 by MCA Naples Holding, LLC, a Tennessee limited liability company in favor of Benworth Capital Partners, LLC, a Florida limited liability company

Exhibit 10.13.4

Commercial Loan Agreement dated as of October 5, 2018 by and between Leander Associates, LTD, a Texas limited partnership, as borrower, James Walesa, as the guarantor, and Equity Secured Investments, Inc. as the lender

Exhibit 10.14.1

Deed of Trust with Security Agreement and Assignment of Rents dated March 26, 2021 by AIU 8800 Village Drive, LLC, a Delaware limited liability company, unto the trustee named therein

Exhibit 10.15.5

Guaranty Agreement dated March 26, 2021 by James Walesa in favor of Equity Secured Fund I, LLC

Exhibit 10.15.6

Promissory Note dated as of August 18, 2021, by Pritor Longhorn Buda Hotel, LLC, a Delaware limited liability company, and Cibolo Rodeo, Ltd., a Texas limited partnership, payable to the order of 2K Hospitality, LLC, a Texas limited liability company, as lender, in the initial principal amount of $120,000

Exhibit 10.18.1

Form of the Restricted Stock Award Agreement by and among Clearday, Inc. and the grantee named therein

Exhibit 10.33 Restricted Stock Award Agreement This Restricted Stock Award Agreement (this ?Agreement?) is made and entered into as of [DATE], [YEAR] by and between Clearday, Inc., a Delaware corporation (the ?Company?) and [NAME] (the ?Holder?). WHEREAS, the Company has employed the Holder for services to the Company or any of its subsidiaries under an agreement, written or oral (the ?Services Ag

Amended, Restated And Consolidated Guaranty Agreement dates as of July 31, 2019, by each guarantor named therein to Invesque Holdings, LP, a Delaware limited partnership and the other guaranteed parties named therein as to the obligations described therein

Exhibit 10.6 AMENDED, RESTATED AND CONSOLIDATED GUARANTY AGREEMENT Effective as of July 31, 2019, the undersigned (each a ?Guarantor? and collectively, the ?Guarantors?), do hereby, jointly, severally and unconditionally guarantee to Invesque Holdings, LP, a Delaware limited partnership (?Invesque?), MHI-MC New Braunfels, LP, a Delaware limited partnership (?New Braunfels?), MHI-MC San Antonio, LP

Settlement Agreement dated as of March 10, 2021 by and between Pender Capital Asset Based Lending Fund I, L.P., a limited partnership (“Pender”) on the one hand and Pritor Longhorn Seaworld, LLC, James Walesa, and B.J. Parrish, on the other

Exhibit 10.9 SETTLEMENT AGREEMENT This Settlement Agreement (?Agreement?), effective March 10, 2021 (the ?Effective Date?), is made by and between Pender Capital Asset Based Lending Fund I, L.P., a limited partnership (?Pender?) on the one hand and Pritor Longhorn Seaworld, LLC (?Borrower?), James Walesa (?Walesa?), and B.J. Parrish (?Parrish?) on the other hand. Walesa and Parrish shall collectiv

Subordination Agreement dated April 28, 2021 by and among Benworth Capital Partners, LLC, a Florida limited liability company, MCA Naples, LLC, a Tennessee limited liability company and James Walesa

Exhibit 10.13.3

Commercial Guaranty dated October 2, 2019 by John S. Person, as the guarantor, in favor of ServisFirst Bank with respect to the obligations of under the Business Loan Agreement dated as of even date

Exhibit 10.28.3

Form of the Warrant issued to the Investors in securities issued by AIU Alternative Care, Inc. and Clearday Alternative Care OZ Fund LP

Exhibit 10.37 WARRANT NUMBER A - ?WarrantCertificate? Warrant Shares: ?Number? CLEARDAY, INC. AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF COMMON STOCK EXPLANATORY NOTE: This Warrant represents the warrant to purchase the common stock, par value $0.01 per share, of Allied Integral United, Inc., a Delaware corporation (?AIU?), that was issued to the initial holder of this Warrant in the offer

Mortgage and Security Agreement dated April 28, 2021 by MCA Naples, LLC, a Tennessee limited liability company in favor of Benworth Capital Partners, LLC, a Florida limited liability company

Exhibit 10.13.1

Reaffirmation of Pledge Agreement dated as of July 31, 2019, by Trident Healthcare Properties I, LP, a Delaware limited partnership for the benefit of Invesque Holdings, LP, a Delaware limited partnership (successor-in-interest to Invesque Financing, LP, formerly known as Mainstreet Health Financing, LP)

Exhibit 10.7

Second Amendment To Lease Agreement dated as of July 31, 2019 by and between MHI Little Rock, LP, a Delaware limited partnership (“Landlord”), and MCA Mainstreet Tenant, LLC, a Tennessee limited liability company (“Tenant”) and the First Amendment to such Lease Agreement, dated as of June 29, 2018 and the Lease Agreement, dated December 16, 2016 regarding memory care facility located on the Leased Property and commonly known as Memory Care of Little Rock

Exhibit 10.5

Amended And Restated Backstop Indemnity Agreement, dated as of February 26, 2020 by and among (a) Allied Integral United, Inc., (the “Corporation”); and each of Steve Person, and James Walesa, and BJ Parrish

Exhibit 10.31 AMENDED AND RESTATED BACKSTOP INDEMNITY AGREEMENT AMENDED AND RESTATED BACKSTOP INDEMNITY AGREEMENT, made and entered into on this 26th day of February, 2020 (the ?Agreement?), among (a) Allied Integral United, Inc., a Delaware corporation having an address at 8800 Village Drive, Suite 201, San Antonio, Texas 78217(the ?Corporation?); and each of Steve Person, an individual that is a

Second Amended and Restated Promissory Note dated July 31, 2019 in the initial principal amount of $3,328,105.65 issued by Memory Care America LLC, a Tennessee limited liability company (“MCA”), MCA Mainstreet Tenant LLC, a Tennessee limited liability company (“MCA Mainstreet”), MCA Westover Hills Operating Company, LLC, a Tennessee limited liability company (“MCA Westover Operating”), MCA Management Company, Inc. (“MCA Management”), a Tennessee corporation, MCA New Braunfels Operating Company, LLC, a Tennessee limited liability company (“MCA New Braunfels”), MCA Westover Hills, LLC, a Delaware limited liability company (“MCA Westover”), and Memory Care at Good Shepherd, LLC, an Arkansas limited liability company (“MCA Good Shepherd”; together with MCA, MCA Mainstreet, MCA Westover Operating, MCA New Braunfels, and MCA Westover, the “Debtors”), to the order Invesque Holdings, LP, a Delaware limited partnership (“Invesque”), MHI-MC New Braunfels, LP, a Delaware limited partnership (“New Braunfels”), MHI-MC San Antonio, LP, a Delaware limited partnership (“San Antonio”), and MHI Little Rock, LP, a Delaware limited partnership (“Little Rock”; together with Invesque, New Braunfels and San Antonio, together with their respective successors and assigns, the “Landlord Parties”)

Exhibit 10.2 SECOND AMENDED AND RESTATED PROMISSORY NOTE $3,328,105.65 EFFECTIVE DATE: July 31, 2019 1. Agreement to Pay. FOR VALUE RECEIVED, Memory Care America LLC, a Tennessee limited liability company (?MCA?), MCA Mainstreet Tenant LLC, a Tennessee limited liability company (?MCA Mainstreet?), MCA Westover Hills Operating Company, LLC, a Tennessee limited liability company (?MCA Westover Opera

Deed of Trust, Security Agreement - Financing Statement dated August 18, 2021 by Cibolo Rodeo, Ltd., a Texas limited partnership in favor of the trustee named therein for the benefit of 2K Hospitality LLC, a Texas limited liability company, as the lender

Exhibit 10.18.2

Renewal, Extension, and Modification of Real Estate Note and Lien dated as of March 12, 2019 by Cibolo Rodeo, Ltd., a Texas limited partnership, as borrower, in favor Tamir Enterprises, Ltd., as the lender

Exhibit 10.17.1

Solvency Affidavit by James Walesa and MCA Naples Holdings, LLC, a Tennessee limited liability company, in favor of Benworth Capital Partners, LLC, a Florida limited liability company, dated April 28, 2021

Exhibit 10.13.2

Promissory Note dated April 28, 2021 by MCA Naples, LLC, a Tennessee limited liability company payable to the order of Benworth Capital Partners, LLC, a Florida limited liability company and the ACH Rider thereto

Exhibit 10.13.10

Second Amendment to Lease Agreement dated as of July 31, 2019 by and between MHI-MC San Antonio, LP, a Delaware limited partnership (“Landlord”), and MCA Mainstreet Tenant, LLC, a Tennessee limited liability company (“Tenant”) and the First Amendment to such Lease Agreement, dated as of June 29, 2018 and the Lease Agreement, dated December 16, 2016 (the “Original Lease”), regarding the memory care facility located on the Leased Property and commonly known as Memory Care of Westover Hills

Exhibit 10.3

Standard Merchant Cash Advance Agreement dated as of September 10, 2021 by and between LG Funding LLC, as the merchant, and each of MCA Naples, LLC, Memory Care America LLC, MCA Management Company, Inc., MCA Naples Operating Company, LLC and MCA Naples Holdings, LLC, the addendums thereto, and the guarantee of the obligations thereunder dated as of September 10, 2021 by Christin Hemmens

Exhibit 10.21

Guaranty Agreement dated as of August 18, 2021 by Billie Jay Parrish a.k.a. B.J. Parrish to and in favor of 2K Hospitality, LLC, a Texas limited liability company

Exhibit 10.18.3

Assignment of Rents and Leases dated April 28, 2021 by MCA Naples, LLC, a Tennessee limited liability company, as assignor, and Benworth Capital Partners, LLC, a Florida limited liability company, as assignee

Exhibit 10.13.6

Continuing and Unconditional Guaranty dated April 28, 2021 by James Walesa in favor of Benworth Capital Partners, LLC, a Florida limited liability company

Exhibit 10.13.8

Settlement Agreement dated as of July 31, 2019 by and among Invesque Holdings, LP (“Invesque”), MHI-MC New Braunfels, LP (“New Braunfels”), MHI-MC San Antonio, LP (“San Antonio”), and MHI Little Rock, LP (“Little Rock”; together with New Braunfels and San Antonio, the “Landlords”; together with Invesque, the “Landlord Parties”), Memory Care America LLC (“MCA”), MCA Mainstreet Tenant LLC (“MCA Mainstreet”), MCA Westover Hills Operating Company, LLC (“MCA Westover Operating”), MCA Management Company, Inc. (“MCA Management”); MCA New Braunfels Operating Company, LLC (“MCA New Braunfels”), MCA Westover Hills, LLC (“MCA Westover”), and Memory Care at Good Shepherd, LLC (“MCA Good Shepherd”; together with MCA, MCA Mainstreet, MCA Westover Operating, MCA Management, MCA New Braunfels, and MCA Westover, the “Debtors”), Trident Healthcare Properties I, L.P. (“Trident”), Steve Person (“Mr. Person”), James Walesa (“Mr. Walesa”), and B.J. Parrish

Exhibit 10.1 EXHIBIT A FORM OF SECOND AMENDED AND RESTATED PROMISSORY NOTE SECOND AMENDED AND RESTATED PROMISSORY NOTE $3,328,105.65 EFFECTIVE DATE: [ ], 2019 1. Agreement to Pay. FOR VALUE RECEIVED, Memory Care America LLC, a Tennessee limited liability company (?MCA?), MCA Mainstreet Tenant LLC, a Tennessee limited liability company (?MCA Mainstreet?), MCA Westover Hills Operating Company, LLC,

Loan Agreement dated April 28, 2021 by and between MCA Naples, LLC, a Tennessee limited liability company and Benworth Capital Partners, LLC, a Florida limited liability company

Exhibit 10.13.9

Advisory and Development Agreement dated as of August 10, 2021 by and between Sterling Select II Advisory LLC, and Allied Integral United, Inc

Exhibit 10.29.1 Advisory and Development Agreement This Advisory and Development Agreement (this ?Agreement?) is dated this 10th day of August, 2021 (the ?Effective Date?) is by and between Sterling Select II Advisory LLC, with offices at 111 Great Neck Road, Great Neck, NY 11021 (?Sterling Select?, also referred to as ?Service Provider?); and Allied Integral United, Inc., with offices at 8800 Vil

Services Agreement dated as of March 6, 2019 by and between Thinktiv, Inc. and Allied Integral United, Inc.

Exhibit 10.30 THINKTIV CONFIDENTIAL SERVICES AGREEMENT This Services Agreement (?Agreement?) is made by and between Thinktiv, Inc. whose principal place of business is located at 1011 San Jacinto Blvd. #202, Austin, Texas 78701 (?Thinktiv?) and Allied Integral United, Inc., having its principal place of business at 2211 NW Military Highway, Suite 201, San Antonio, TX 78213 (?Client?) and entered i

Securities Pledge Agreement dated as of January 19, 2021 by and among James Walesa and Allied Integral United, Inc.

Exhibit 10.32.2 SECURITIES PLEDGE AGREEMENT TIDS SECURITIES PLEDGE AGREEMENT (this ?Agreement?) is made as of January 19 2021 (the ?Effective Date?), by and among James Walesa, an individual that is a domicile in the State of Texas (?Walesa? also referred to as the ?Pledgor?) and Allied Integral United, Inc., a Delaware corporation having an address at 8800 Village Drive, Suite 201, San Antonio, T

Business Loan Agreement dated October 2, 2019 by and among Memory Care America LLC, MCA New Braunfels Operating Company, LLC and James T. Walesa and ServisFirst Bank, and the Change in Terms Agreement thereto

Exhibit 10.28.1

Amended and Restated Promissory Note dated April 1, 2015 by Memory Care America, LLC as the maker, payable to the order of Betty Gearhart in the original principal amount of $238,577.81 and the Amendment thereto dated April 1, 2017 and the Second Amendment thereto dated March 5, 2020

Exhibit 10.10

Promissory Note dated March 26, 2021 by AIU 8800 Village Drive, LLC, a Delaware limited liability company, payable to the order of Equity Secured Fund I, LLC in the initial principal amount of $1,000,000

Exhibit 10.15.4

Warrant dated August 10, 2021the purchase of shares of Common Stock, par value $0.001 per share, of Clearday, Inc., issued to Sterling Select II Advisory LLC

Exhibit 10.29.2 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIV

Form of the Indemnity Agreement by and among Clearday, Inc. and the officer or director named therein +

Exhibit 10.34 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of , by and between Clearday, Inc., a Delaware corporation (the ?Company?), and the undersigned individual (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-21074 CLEARDAY, I

Deed in Lieu Agreement dated April 28, 2021 by MCA Naples, LLC, a Tennessee limited liability company and the escrow agent named therein in favor of Benworth Capital Partners, LLC, a Florida limited liability company

Exhibit 10.13.5

Commercial Loan Agreement dated as of March 26, 2021 by and among AIU 8800 Village Drive, LLC, a Delaware limited liability company, as the borrower, James Walesa, as the guarantor, and Equity Secured Fund I, LLC, as the borrower

Exhibit 10.15.1

Environmental Indemnification Agreement dated as of March 26, 2021 by and among AIU 8800 Village Drive, LLC, a Delaware limited liability company, as the borrower, James Walesa, as the guarantor, and Equity Secured Fund I, LLC, as the borrower

Exhibit 10.15.2

Assignment of Leases and Rents dated as of March 26, 2021 by AIU 8800 Village Drive, LLC, a Delaware limited liability company in favor of Equity Secured Fund I, LLC

Exhibit 10.15.3

Commercial Security Agreement dated October 2, 2019 by and among MCA New Braunfels Operating Company, LLC, as the grantor, Memory Care America LLC, MCA New Braunfels Operating Company, LLC and James T. Walesa, as the borrowers, and ServisFirst Bank and the lender

Exhibit 10.28.4

Simpsonville Backstop Indemnity Agreement dated as of July 30, 2020 by and among James Walesa and Allied Integral United, Inc. and the Amendment thereto dated as of January 19, 2021

Exhibit 10.32.1 SIMPSONVILLE BACKSTOP INDEMNITY AGREEMENT This Simpsonville Backstop Agreement (this ?Agreement?) is dated as of July 30, 2020 and is made by and among James Walesa, an individual that is a domicile in the State of Texas (?Walesa?) and Allied Integral United, Inc., a Delaware corporation having an address at 8800 Village Drive, Suite 201, San Antonio, Texas 78217(the ?Corporation?)

Second Amendment To Lease Agreement dated as of July 31, 2019 by and between MHI-MC New Braunfels, LP, a Delaware limited partnership (“Landlord”), and MCA Mainstreet Tenant, LLC, a Tennessee limited liability company (“Tenant”) and the First Amendment to such Lease Agreement, dated as of June 29, 2018 and the Lease Agreement, dated December 16, 2016, regarding the memory care facility located on the Leased Property and commonly known as Memory Care of New Braunfels

Exhibit 10.4

Commercial Guaranty dated October 2, 2019 BJ Parrish, as the guarantor, in favor of ServisFirst Bank with respect to the obligations of under the Business Loan Agreement dated as of even date

Exhibit 10.28.2

Promissory Note dated September 10, 2021 by Clearday, Inc. payable to the order of A.G.P. / Alliance Global Partners in the initial principal amount of $2,630,000

Exhibit 10.27 PROMISSORY NOTE $2,630,000.00 September 10, 2021 New York, NY FOR VALUE RECEIVED, Clearday, Inc., a Delaware corporation which was formerly known as Superconductor Technologies Inc. (along with its subsidiaries, ?Borrower?), promises to pay to A.G.P./Alliance Global Partners (?Lender?), the principal sum first set forth above (the ?Loan Amount?) at Lender?s office, or at such other p