Clearday, Inc. Form 8-K (filed February 9, 2024)

Summary

A Form 8-K current report of Clearday, Inc., dated February 9, 2024, with February 5, 2024 as the date of the earliest event reported. Under Item 8.01 Other Events, it states that certain subsidiaries (the “Naples Subsidiaries”) of Clearday and James Walesa, the Company’s Chief Executive Officer, are parties to the Benworth Action, litigation regarding the residential community in Naples, Florida, which arises from a default in the mortgage loan. It states that on February 5 a “Final Judgement of Foreclosure” was entered providing for total amounts due in favor of the plaintiff of $6,177,863.28, additional interest at the annual rate of 9.09%, a lien on the property, and a scheduled foreclosure sale on April 4, 2024.

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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) | (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
8.01 Other Events

As
previously disclosed, certain subsidiaries (the “Naples Subsidiaries”) of Clearday, Inc. (the “Company” or “we”)
and James Walesa, the Company’s Chief Executive Officer, are parties to litigation regarding the Company’s residential community
in Naples, Florida. This litigation was referred to as the Benworth Action that was summarized in the Company’s Quarterly Report
on Form 10-Q for the Quarterly Period ended September 30, 2023 that was filed by the Company with the Securities Exchange Commission
on January 16, 2024 (the “Recent Quarterly Report”) in footnote 7 to the financial statements of the Company included in
the Recent Quarterly Report. The Benworth Action arises from a default in the mortgage loan that was previously disclosed by the Company.

On
February 5, a Final Judgement of Foreclosure (the “Judgement”) was entered in the Benworth Action. The Judgement provides
for the total amounts due in favor of the plaintiff of $6,177,863.28, additional interest at the annual rate of 9.09% from the date of
the Judgement, a lien on the property, and the scheduled date for a foreclosure sale of the property on April 4, 2024.

The
Company is assessing its alternatives regarding this Judgement, including raising capital sufficient to redeem the property through a
negotiated transaction. There can be no assurance that any transaction that would result in the Company raising sufficient capital or
being able to redeem the property will be consummated on acceptable terms or at all.

This
Current Report on Form 8-K contains only a brief description of the material terms of the Judgement entered into against the Naples Subsidiaries
and Mr. Walesa, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description
is qualified in its entirety by reference to the full text of the Judgement which is attached as Exhibit 10.1 to this Current Report
on Form 8-K, and is incorporated herein by reference.

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. 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
10.1 | Final Judgement of Foreclosure against 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
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:
 February 9, 2024

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