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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): 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) |
|
(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 |
|
OTCQB |
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 4.01 |
Change in Registrant’s Certifying Accountant. |
Friedman
LLP was engaged as the independent registered public accounting firm of Clearday, Inc., (“Clearday” or the “Company”)
on November 5, 2021 for the fiscal year ending December 31, 2021 and was the independent registered public accounting firm of Allied
Integral United, Inc. (“AIU”). As previously reported by the Company on a Current Report on Form 8K filed on September 10,
2021, on September 9, 2021, the Company completed its previously announced acquisition and merger with AIU.
On
November 30, 2021, Friedman resigned as the Company’s independent registered public accounting firm.
The
report of Friedman LLP on AIU’s consolidated financial statements for the years ended December 31, 2019 and 2020 that were included
in the Company’s registration statement filed on Form S-4, Registration No. 333-256138, as amended on June 14, 2021 (the “Merger
Registration Statement”) did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope or accounting principles other than each such report contains an explanatory paragraph regarding AIU’s ability to continue
as a going concern.
During
the years ended December 31, 2019 and 2020, and the subsequent interim period through November 30, 2021, there were no: (1) disagreements
(as defined in Item 304(a)(l)(iv) of Regulation S-K and the related instructions) with Friedman LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures, which disagreement if not resolved to the satisfaction
of Friedman LLP would have caused Friedman LLP to make reference thereto in its reports on the consolidated financial statements for
such years, or (2) reportable events (as described in Item 304(a)(l)(v) of Regulation S-K).
On
November 30, 2021, Friedman LLP resigned as Clearday’s independent registered public accounting firm.
The
Company is considering other firms to be our independent registered public accounting firm to provide an audit report or the Company’s
consolidated financial statements as of and for the year ending December 31, 2021.
The
Company delivered a copy of this Current Report on Form 8-K to Friedman LLP on December 3, 2021 and requested that it provide a letter
addressed to the SEC stating whether or not Friedman LLP agrees with the statements made in response to this Item 4.0l and copy of which
is attached hereto as Exhibit 16.1, stating that Friedman LLP agrees with the statements set forth in paragraphs first, second, third
fourth, fifth and seventh of this Item 4.01.
(d)
Exhibits.
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
December 3, 2021
