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~~December 1728, 2023 (~~October~~December 1221, 2023)

Clearday, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-21074

77-0158076

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

8800 Village Drive, Suite 106, San Antonio, TX 78217

(Address of Principal Executive Offices) (Zip Code)

(210) 451-0839

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		CLRD		OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

~~On October 12, 2023, the Board of Directors (the “Board”) of~~ Clearday, Inc. (the “Company”) ~~concluded~~or ~~that~~“we”) ~~the~~modified ~~Company’s previously~~two issued financial statements contained within its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 should no longer be relied upon due to errors in such financial statements. Therefore, restatements of ~~such prior financial statements are required. Accordingly, the Company intends to restate the aforementioned financial statements by amending~~ its ~~Quarterly~~outstanding ~~Report on Form 10-Q for the quarter ended March 31, 2023 as soon as reasonably practicable~~obligations.

~~The~~Invesque. ~~errors~~On inDecember ~~such~~21, ~~financial~~2023, ~~statements~~Clearday ~~were~~and ~~discovered~~certain ~~during~~of ~~the~~its ~~course~~subsidiaries ofentered ~~management’s~~into ~~review~~the ofSecond Amendment (the ~~Company’s~~“LTA ~~financial~~Second ~~statements~~Amendment”) ~~and~~to ~~agreements~~the Lease Transition Agreement effective March 31, ~~including~~2023 ~~the~~(“Lease ~~preparation~~Transition ofAgreement”. ~~its~~The ~~financial~~second ~~statements~~amendment tois beeffective December ~~contained~~15. ~~within~~Among ~~its~~other ~~Quarterly~~matters, ~~Report~~the onLTA ~~Form~~Second ~~10-Q~~Amendment deferred the due date for the ~~quarter~~ ~~ended~~initial ~~March~~Down Payment to December 31, 2023. ~~The~~and increased ~~errors~~the ~~were~~amount ~~unintentional~~payable ~~and~~from ~~the~~$300,000 ~~Company~~to ~~has~~$350,000. ~~implemented~~The ~~new~~LTA ~~measures~~Second toAmendment ~~ensure~~provided ~~that~~customary ~~this~~representations ~~type~~and warranties of ~~error~~the ~~does~~parties ~~not~~thereto, ~~occur~~reaffirmed ~~again.~~the ~~There~~obligations isunder nothe ~~compensation~~Lease ~~payable~~Transition byAgreement, ~~the~~as ~~Company~~amended, toand ~~any~~the ofrelated ~~its~~guarantees ~~executives~~and ~~that~~provided a iswaiver ~~subject~~of todefenses ~~claw-back~~by ~~as a~~Clearday ~~consequence~~and ofthe ~~such~~guarantors ~~restatement~~party thereto.

~~The~~AGP. ~~estimated~~On ~~material~~December ~~impact~~26, of2023, ~~these~~Clearday ~~restatements~~entered oninto ~~the~~a ~~Company~~Promissory Note and Second Amendment (“AGP Second Amended Note”), effective December 31, 2023 that amends Clearday’s ~~unaudited~~obligations ~~interim~~under ~~condensed~~the ~~consolidated~~Promissory ~~financial~~Note ~~statements~~and Amendment (the “AGP First Amended Note”) ~~for~~dated July 6, 2022 of the ~~three~~initial ~~months~~principal ~~ended~~amount ~~March~~of $550,000. Effective December 31, 2023, isthe ~~expected~~AGP Second Amended Note confirms obligations to be$578,795.89 which equals the ~~following:~~principal amount of the AGP First Amended Note of $550,000 plus accrued and unpaid interest, extended the maturity date to the earlier of (i) September 30, 2024 or (ii) the closing date of the Viveon Merger under the Viveon Merger Agreement or the date of an event of default, and (iii) deleted the obligation of Clearday to prepay the obligations by amounts of capital raised by equity or equity linked securities.

1.The foregoing ~~Real~~descriptions ~~estate~~of ~~property~~each ~~and equipment, net increase by approximately $93,800 2. Total current liabilities increased by a net amount~~ of ~~$447,470,~~the ~~primarily~~LTA ~~due~~Second toAmendment the ~~increase~~AGP ofSecond ~~accrued~~Amended ~~interest~~Note ofare ~~approximately~~not ~~$423,329~~complete ~~related to an obligation that is in default; an increase in accrued expenses of approximately $23,782~~ and anare ~~increase~~qualified in ~~due~~their ~~to related parties of $30,359. Such amounts also increased total liabilities~~ entirety by ~~$447,470.~~reference 3.to ~~Total~~the ~~deficit~~full ~~increased~~text ~~by a net amount~~ of ~~$383,686.~~each 4.such ~~Total operating expenses increased by a net amount of $28~~document,~~611,~~ which ~~increased~~is ~~the~~filed ~~net amount of the operating loss by the same amount, primarily due to decreased consulting fees and an increase in the amount of employment related taxes such~~ as ~~required~~Exhibits ~~withholdings for federal income tax and employee and employer contributions for FICA (Social Security and Medicare) taxes~~10.1, and ~~federal and state unemployment tax~~10.2 ~~5. Total other (income)/expenses increased by a net amount of $567,087, primarily due~~ to ~~increased~~this ~~interest~~Report ~~expense of $165,800~~ and ~~the~~are ~~increase~~incorporated ~~of other expenses~~ herein by ~~$487,227, offset by a decrease on the loss on the sale of fixed assets by $85,940~~reference. 6. Net loss from continuing operations increased by a net amount of $595,698. 7. The non-controlling interest in subsidiaries increased by 273,128 primarily by the correction (increase) of the accrual for preferred stock in such subsidiaries by such amount. 8. Total deficit increased by a net amount of $353,327.

~~Additionally, the restated financial~~Forward ~~statements~~Looking ~~will delete an erroneous reference to an off-balance sheet arrangement.~~Statements

~~The~~This ~~Audit~~communication ~~Committee~~contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and ~~Company~~Section ~~management~~27A ~~have~~of ~~discussed~~the Securities Act of 1933, as amended) concerning the ~~matters~~Company. ~~disclosed~~These instatements ~~this~~may ~~Current~~discuss ~~Report~~goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on ~~Form~~current 8beliefs of the management of the Company, as well as assumptions made by, and information currently available to, management. Forward-Klooking statements ~~with~~generally ~~Turner~~include statements that are predictive in nature and depend upon or refer to future events or conditions, ~~Stone~~and &include ~~Company~~words Lsuch as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions.L Statements that are not historical facts are forward-looking statements.P Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. ~~(“Turner~~Actual results ~~Stone”)~~could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risks regarding the Company and its business, generally; risks related to the Company’s ~~independent~~ability ~~registered~~to ~~public~~correctly ~~accounting~~estimate and ~~firm.~~manage ~~The~~its operating expenses and develop its innovate non-acute care businesses and the acceptance of its proposed products and services, including with respect to future financial and operating results; the ability of the Company isto ~~assessing~~protect its intellectual property rights; competitive responses to the ~~impact~~Company’s businesses including its innovative non-acute care business; unexpected costs, charges or expenses; regulatory requirements or developments; changes in capital resource requirements; and legislative, regulatory, political and economic developments. The foregoing review of ~~these~~important ~~misstatements~~factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s ~~internal~~most ~~controls~~recent ~~over~~Annual ~~financial~~Report ~~reporting~~on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC and the registration statement regarding the Company’s previously announced merger, that was filed and declared effective. The Company can give no assurance that the actual results will not be materially different than those based on the forward looking statements. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Turner Stone has furnished a letter to the Securities and Exchange Commission pursuant to Item 4.02(c), which is attached as Exhibit 7.1 to this Current Report on Form 8-K, stating that Turner, Stone & Company L.L.P., (“Turner Stone”), the Company’s independent registered public accounting firm. agrees with the disclosures made in this Current Report on Form 8-K in as far as they pertain to Turner, Stone & Company L.L.P., (“Turner Stone”), the Company’s independent registered public accounting firm.

The information in this Item 4.02 is furnished solely pursuant to Item 4.02. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Moreover, the information in this Item 4.02 shall not be deemed to be incorporated by reference into any filings of the Company under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

No.		Description
7.1		Letter dated October 17, 2023 from Turner, Stone & Company L.L.P. to the Securities and Exchange Commission
10.1		Second Amendment To Lease Transition Agreement entered into on December 21, 2023, effective as of December 15, 2023, by and between (1) the following entities referred to as “Landlord”: (i) MHI-MC San Antonio, LP, a Delaware limited partnership, (ii) MC New Braunfels, LP, a Delaware limited partnership, and (iii) MHI Little Rock, LP, a Delaware limited partnership; and (2) the following entities referred to as “MCA”: (i) MCA Mainstreet Tenant, LLC, a Tennessee limited liability company, (ii) MCA Westover Hills Operating Company, LLC, a Tennessee limited liability company, (iii) MCA New Braunfels Operating Company, LLC, a Tennessee limited liability company; (iv) and Memory Care at Good Shepherd, LLC, an Arkansas limited liability company, and the other parties thereto.
10.2		Promissory Note and Second Amendment effective December 31, 2023 by Clearday, Inc. and A.G.P./Alliance Global Partners.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLEARDAY, INC.
	By:	/s/ James Walesa
	Name:	James Walesa
	Title:	Chief Executive Officer
Dated October 17, 2023
Dated December 28, 2023

Filing Compare · Clearday, Inc.