secwatch / observer
8-K filed April 5, 2024, 7:59 PM ET CIK 0000895665
other material confidence high sentiment negative materiality 0.75

Clearday, Inc.: going-concern / distress — Clearday subsidiary MCA Naples files Chapter 11; Company secures $1.46M note from Mast Hill Fund

Clearday, Inc.

item 1.01item 1.03item 9.01

Key facts

Extracted from this filing and checked against the source text.

Distress & Bankruptcy SEC 8-K Item 1.03 confidence 1.0

Clearday, Inc. entered chapter 11 in United States Bankruptcy Court for the Middle District of Florida (petition 2024-04-03).

Proceeding
chapter 11
Court
United States Bankruptcy Court for the Middle District of Florida
Petition
2024-04-03
Exact text from the filing
On April 3, 2024, MCA Naples, LLC (“Naples”) filed a voluntary petition under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”).
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Clearday, Inc. entered into Securities Purchase Agreement with institutional lender valued at Gross proceeds of $1,464,000 less $25,000 expenses (effective 2024-03-21).

Action
entry
Agreement
equity purchase
Counterparty
institutional lender
Value
Gross proceeds of $1,464,000 less $25,000 expenses
Effective
2024-03-21
Exact text from the filing
Securities Purchase Agreement (“Purchase Agreement”) between the Company and the Lender. The Purchase Agreement provided for the issuance by the Company of the Promissory Note described below and the First Warrant and Second Warrant described below. The Purchase Agreement provided for the loan under the Promissory Note described below of $1,464,000 of gross proceeds less $25,000 in expenses.
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Clearday, Inc. entered into Common Stock Purchase Warrant (Second Warrant) with institutional lender valued at 1,688,741 shares of common stock, exercise price $0.82 per share, exercise period starts after Speci (effective 2024-03-21).

Action
entry
Agreement
equity purchase
Counterparty
institutional lender
Value
1,688,741 shares of common stock, exercise price $0.82 per share, exercise period starts after Speci
Effective
2024-03-21
Exact text from the filing
Common Stock Purchase Warrant issued by the Company for 1,688,741 shares of Clearday Common Stock (the Second Warrant”). The Second Warrant provides for the purchase of our shares of Common Stock at an exercise price of $0.82 per share and other terms that are substantially similar to the First Warrant, except that the Second Warrant (i) will be cancelled and if the Note is fully extinguished by repayment or conversion prior to March 16, 2025 (the “Specified Date”); and (ii) the period to exercise the Second Warrant is the 5 year period that commences on the Specified Date.
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Clearday, Inc. entered into Promissory Note with institutional lender valued at Initial aggregate principal amount of $1,558,000, including $94,000 OID, interest at 16% per annum, (effective 2024-03-21).

Action
entry
Agreement
notes offering
Counterparty
institutional lender
Value
Initial aggregate principal amount of $1,558,000, including $94,000 OID, interest at 16% per annum,
Effective
2024-03-21
Exact text from the filing
Promissory Note (the “Note”) issued by the Company in the initial aggregate principal amount of $1,558,000. The Note is in the initial aggregate principal amount of $1,558,000, which includes $94,000 of original issue discount (“OID”) and is due on the date (“Maturity Date”) that is 12 months after the date of issuance.
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Clearday, Inc. entered into Common Stock Purchase Warrant (First Warrant) with institutional lender valued at 405,298 shares of common stock, exercise price $0.82 per share, 5-year term (effective 2024-03-21).

Action
entry
Agreement
equity purchase
Counterparty
institutional lender
Value
405,298 shares of common stock, exercise price $0.82 per share, 5-year term
Effective
2024-03-21
Exact text from the filing
Common Stock Purchase Warrant issued by the Company for 405,298 shares of Clearday Common Stock (the First Warrant”). The First Warrant provides for the purchase of our shares of Common Stock at an exercise price of $0.82 per share, subject to customary full ratchet anti-dilution protection and a customary limit of beneficial ownership to 4.99% of our outstanding shares of Common Stock, subject to waiver by the holder of the First Warrant for an exercise period of 5 years.
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Clearday, Inc. amended First Amendment to the Guaranty by AIU 8800 Village Drive, LLC with institutional lender valued at Amendment to include obligations under the Note under the existing guaranty (effective 2024-03-21).

Action
amendment
Counterparty
institutional lender
Value
Amendment to include obligations under the Note under the existing guaranty
Effective
2024-03-21
Exact text from the filing
First Amendment to the Guaranty by AIU 8800 Village Drive, LLC of certain obligations of the Company to the Lender (the “AIU Guaranty”). AIU 8800 Village Drive, LLC, the subsidiary of the Company that owns our HQ Property has previously guaranteed obligations of the Company to the Lender as previously reported. This subsidiary amended its guaranty to include the obligations under the Note.
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4 distress & bankruptcy filed in the last 30 days. Browse all distress & bankruptcy →

Source: SEC EDGAR
accession 0001493152-24-013381
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