Blog: CLEARDAY, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –


Clearday, Inc. (the “Company”) issued a press release that is attached as an
exhibit to this Current Report on Form 8-K announcing the entry by a subsidiary
of the Company into a non-binding letter of intent for the acquisition of a two
property portfolio that are on over 14 acres of land and provide independent and
assisting residential care services for more than 200 people. The letter of
intent provides for an aggregate purchase price of approximately $44 million
which is subject to specified and customary apportionments and adjustments.
There is no assurance that this transaction will be consummated on acceptable
terms or at all.

In accordance with General Instruction B.2 of Form 8-K, the information set
forth herein and in Exhibit 99.1 hereto is deemed to be “furnished” and shall
not be deemed to be “filed” for purposes of the Exchange Act. The information
set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an
admission as to the materiality of any information in this Current Report on
Form 8-K that is required to be disclosed solely to satisfy the requirements of
Regulation FD.

Forward Looking Statements

This communication contains forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended) concerning the Company.
These statements may discuss goals, intentions and expectations as to future
plans, trends, events, results of operations or financial condition, or
otherwise, based on current beliefs of the management of the Company, as well as
assumptions made by, and information currently available to, management.
Forward-looking statements generally include statements that are predictive in
nature and depend upon or refer to future events or conditions, and include
words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,”
“likely,” “believe,” “estimate,” “project,” “intend,” and other similar
expressions. Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties and are not guarantees
of future performance. Actual results 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 ability to correctly estimate and
manage 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 to protect
its intellectual property rights; competitive responses to the 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 important 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 most recent
Annual Report 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. The Forward
looking statements include an assumption that the property portfolio will be
acquired on terms that are projected by the Company. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

No.    Description

99.1     Form of the Press Release issued on January 24, 2023 (furnished

104    Cover Page Interactive Data File (embedded within the Inline XBRL

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