UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 Changes in Registrant’s Certifying Accountant;
Clearday, Inc., a Delaware corporation (“Clearday” or the “Company”), on December 10, 2021, engaged Turner, Stone & Company, L.L.P. (“Turner Stone”) as our independent registered public accounting firm for 2022 to audit our financial statements for 2021. This appointment has been approved by our Audit Committee and our Board of Directors.
During our two most recent fiscal years, and any subsequent interim period prior to engaging Turner Stone, we (or someone on our behalf) have not consulted Turner Stone with respect to either (1) application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements; or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(l)(iv) of Regulation S-K and the related instructions) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure or a reportable event (as described in Item 304(a)(1)(iv) of Regulation S-K); nor has Turner Stone been consulted by us regarding any such issues.
We have requested that Turner Stone review the disclosures set forth above before this Current Report on Form 8-K (this “Report”) has been filed and have provided Turner Stone the opportunity to furnish to us a letter addressed to the Commission containing any new information, clarification of the registrant’s expression of its views, or the respects in which it does not agree with the statements made by us in response to 17 CFR § 229.304(a). No such letter has been provided by Turner Stone.
We have previously reported the resignation of Friedman LLP (the “Former Accountant”) as our independent registered public accounting firm on a Current Report on Form 8-K filed on December 3, 2021. We have provided the Former Accountant with a copy of the disclosures made in this Report not later than the date that this Report has been filed. In connection with such event, the Former Accountant furnish us a letter addressed to the Commission stating whether it agrees with the statements made by us in response to 17 CFR § 229.304(a), which letter was attached as Exhibit 16.1 to such Current Report on Form 8-K.
There are no reportable events or disclosures that are required by the Company with respect to the matters referenced in paragraph (b) of 17 CFR § 229.304.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On December 8, 2021, we appointed John R. Bergeron, CPA as our Executive Vice President and Chief Financial Officer. In such capacity, Mr. Bergeron will be our principal financial officer and principal accounting officer.
Mr. Bergeron will serve as our Executive Vice President and Chief Financial Officer, effective December 8, 2021. He has provided consulting services to us during November and December, 2021. Mr. Bergeron is also the Chief Financial Officer of Spine Injury Solutions, Inc., since October 2011 and one of their directors since July 2010. From May 2008 through September 2014, he served as President of Jolpeg Inc., a private firm that consults on financial matters in service industries. From May 2002 until May 2008, Mr. Bergeron served as Divisional Controller of Able Manufacturing, a division of NCI Group, Inc, where his responsibilities included financial reporting, budgeting and Sarbanes-Oxley Act compliance. Prior to that, Mr. Bergeron worked as controller of different internet companies and as an accounting manager for several other private firms. He has also worked as an auditor for Arthur Andersen. Mr. Bergeron has more than thirty years’ experience in financial management and corporate development of manufacturing and service industry companies. He has extensive experience in financial reporting of public companies, risk management, business process re-engineering, and structuring and implementing accounting procedures and internal control programs for Sarbanes-Oxley Act compliance. Mr. Bergeron is a Certified Public Accountant. He received a Bachelor of Business Administration in Accounting from Lamar University in 1979. He is also currently the President of the Montgomery County MUD #83. Mr. Bergeron is 65 yeas old and there is no family relationship between Mr. Bergeron and any other director, executive officer or person currently nominated by or serving with the Company to become a director or executive officer.
Mr. Bergeron does not have a written employment agreement. Until any such agreement is entered, Mr. Bergeron will be employed, as the other executive officers of the Company, under the Company’s general employment policies. He will receive cash compensation of $165,000 per annum ($130,000 for the first 60 days or until the separation of employment of Mr. T. Randall Hawkins, as described further below) with cash bonuses and other compensation as determined by our Compensation Committee from time to time.
In connection with Mr. Bergeron’s appointment, on December 8, 2021, we provided a notice to separate the employment of T. Randall Hawkins as our Executive Vice President. Mr. Hawkins will continue in our employ during a period of up to 60 days in accordance with the terms of his employment agreement.
A press release regarding the appointment of Mr. Bergeron as our Executive Vice President and Chief Financial Officer was made on December 14, 2021, a copy of which is attached as Exhibit 99.1 to this Report.
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.
(d) Exhibits.
| No. | Description | |
| 16.1 | Letter dated December 3, 2021from Friedman LLP to the SEC (filed as exhibit 16.1 to the Current Report on Form 8-K filed on December 3, 2021). | |
| 99.1 | Press Release regarding the Appointment of John R. Bergeron as CFO (December 14, 2021) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | |
| Dated: December 14, 2021 | Title: | Chief Executive Officer |
Exhibit 99.1
Clearday Inc. Appoints John Bergeron as Chief Financial Officer
December 14, 2021 -- Clearday, Inc. (OTCQB: CLRD) announced today that John Bergeron joined the company as chief financial officer effective December 8, 2021.
John will be responsible for leading the development of the financial strategy to support the business, including investment strategies and five-year financial plans. John will also oversee financial budgeting, planning and analysis, audit, and tax compliance for Clearday, as well as risk management, accounting, and treasury responsibilities.
James Walesa, CEO of Clearday, stated, “I am excited to welcome John to the Clearday leadership team as CFO. He brings extensive financial experience, accounting and tax knowledge and deep industry and capital markets insights. I know John will be a natural fit in our Clearday culture, and I’m looking forward to working with him and our entire team as our business enters a new phase of exciting growth ahead.”
“I want to thank Randy for his tremendous contributions to Clearday and for the role he played in shaping our business and setting the foundation for our future success,” said Mr. Walesa.
“I’m honored to join the team at Clearday during such an important time in the company’s evolution,” said Mr. Bergeron. “The opportunity to contribute to the work already underway is exciting, and the possibilities of what Clearday can achieve are truly inspiring. I look forward to partnering with not only the leadership team, but the entire company, on their journey.”
Since October 2011, Mr. Bergeron served as Chief Financial Officer of Spine Injury Solutions and as a Member of the Board of Directors since July 2010. From May 2008 through September 2014, he served as President of Jolpeg Inc., a private firm that consults on financial matters in service industries. From May 2002 until May 2008, Mr. Bergeron served as Divisional Controller of Able Manufacturing, a division of NCI Group, Inc, where his responsibilities included financial reporting, budgeting and Sarbanes-Oxley Act compliance. Prior to that, Mr. Bergeron worked as controller of different internet companies and as an accounting manager for several other private firms. He has also worked as an auditor for Arthur Andersen. Mr. Bergeron has more than thirty years’ experience in financial management and corporate development of manufacturing and service industry companies. He has extensive experience in financial reporting of public companies, risk management, business process re-engineering, structuring and implementing accounting procedures and internal control programs for Sarbanes-Oxley Act compliance. Mr. Bergeron is a Certified Public Accountant. He received a Bachelor of Business Administration in Accounting from Lamar University in 1979.
About Clearday™
Clearday™ is an innovative non-acute longevity health care services company with a modern, hopeful vision for making high quality care options more accessible, affordable, and empowering for older Americans and those who love and care for them. Clearday has decade-long experience in non-acute care through its subsidiary Memory Care America, which operates highly rated residential memory care communities in four U.S. states. Clearday at Home – its digital service – brings Clearday to the intersection of telehealth, Software-as-a-Service (SaaS), and subscription-based content.
Learn more about Clearday at www.myclearday.com.
Learn more about Clearday at Home at www.cleardayathome.com.
Learn more about Clearday Clubs at clubs.myclearday.com.
Learn more about the Clearday Network at https://business.cleardayathome.com
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances and are not guarantees of future performance. Actual results may differ materially from those indicated by forward-looking statements as a result of various factors, risks and uncertainties. These forward-looking statements should not be relied upon as representing Clearday’s views as of any date subsequent to the date hereof. Except as required by applicable law, Clearday 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.
Investor Relations
Andrew Barwicki
516-662-9461 / andrew@barwicki.com
Cover |
Dec. 14, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 14, 2021 |
| Entity File Number | 0-21074 |
| Entity Registrant Name | Clearday, Inc. |
| Entity Central Index Key | 0000895665 |
| Entity Tax Identification Number | 77-0158076 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 8800 Village Drive |
| Entity Address, Address Line Two | Suite 106 |
| Entity Address, City or Town | San Antonio |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 78217 |
| City Area Code | (210) |
| Local Phone Number | 451-0839 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 |
| Trading Symbol | CLRD |
| Entity Emerging Growth Company | false |