Company Will Change Its Name to Clearday,
Inc.
Reverse Stock Split and Special Stock
Dividend (True Up Shares) to Occur Prior to the Effective Time of
the Merger
Superconductor Stock Will Trade with Due
Bills
Stockholders That Sell Superconductor Shares
Prior to the September 21, 2021 Ex-Dividend Date Will Not Be
Entitled to Receive True Up Shares
Superconductor Technologies Inc., which will change its name to
Clearday, Inc. (STI), a leader
in superconducting innovation, and Allied Integral United, Inc.
(“AIU”), an innovative leader
in delivering high-quality, non-acute, longevity care services that
enable seniors to age in place, today announced the scheduled
closing date for the merger that was previously approved by the STI
and AIU stockholders and certain transactions related to the
merger.
Key Dates:
- September 8, 2021:
- STI will determine and declare a reverse stock split (“Reverse
Stock Split”) of its shares of common stock.
- STI will determine and declare a special dividend of additional
shares of common stock (“True Up Shares”) to STI stockholders of
record as of 5:00 p.m. EDT on September 9, 2021, which is after the
closing of trading September 9, 2021 and PRIOR to the merger
closing on that same day.
- September 9, 2021:
- PRIOR to the opening of trading - the Reverse Stock Split will
take effect.
- 5:00 p.m. EDT (after the close of trading) - record date for
the special dividend of the True Up Shares.
- 6:00 p.m. EDT (after the close of trading and True Up Shares
dividend record date) – merger will close.
- September 20, 2021 (Monday):
- True Up Shares dividend distribution or payment date.
- STI common stock will trade with "due-bills" representing an
assignment of the right to receive the True Up Shares dividend
through the closing of trading on September 20, 2021, the True Up
Shares dividend distribution or payment date.
- September 21, 2021 (Tuesday):
- The common stock will begin to trade “ex dividend” (without due
bills for the True Up Shares).
IN ORDER TO RECEIVE TRUE UP SHARES, A STI COMMON STOCKHOLDER
MUST CONTINUE TO HOLD THEIR STOCK UNTIL THE EX-DIVIDEND DATE OF
SEPTEMBER 21, 2021.
ANY PERSON THAT SELLS SHARES OF STI COMMON STOCK PRIOR TO
SEPTEMBER 21, 2021 (THE EX-DIVIDEND DATE) WILL NOT BE ENTITLED TO
RECEIVE TRUE UP SHARES ON ACCOUNT OF SUCH SOLD SHARES, EVEN IF SUCH
PERSON WAS A STOCKHOLDER OF RECORD ON THE TRUE UP SHARES DIVIDEND
RECORD DATE.
These actions are intended to implement the closing of the
merger described in the joint registration statement and proxy
solicitation statement/consent (the “Merger Proxy”) regarding the
merger included in the registration statement that has been
declared effective by the SEC. The merger and the related
transactions have been approved by the STI and AIU
stockholders.
Reverse Stock Split – Calculated to
Change the Price Per Share to $10.00
The Reverse Stock Split of the STI common stock will be at a
ratio determined by the STI Board of Directors. As noted in the
Merger Proxy, the STI Board of Directors will calculate the Reverse
Stock Split ratio to cause the closing price per share on September
8, 2021, to result in a post Reverse Stock Split price equal to
$10.00. The Reverse Stock Split ratio will therefore be
approximately 10 divided by the
closing price of the STI common stock on the OTCQB on September 8,
2021, which is the closing price on the date immediately prior to
the Reverse Stock Split effective date of September 9, 2021.
True Up Shares
STI will also declare a special True Up Shares dividend. The
number of True Up Shares will be calculated so that there are
1,276,042 outstanding shares of STI common stock as of the time
that is (1) after the Reverse Stock Split is effective and (2)
prior to the effective time of the merger.
Due Bill Trading Prior to the True Up
Share Distribution or Payment Date
The True Up Shares are expected to be distributed to
stockholders on September 20, 2021. Prior to the close of trading
on such date, shares of the common stock will trade with
"due-bills," which represent an assignment of the right to receive
the True Up Shares dividend until the ex-dividend date of September
21, 2021, the first business day following the distribution or
payment date.
This means any trades that are executed on the OTCQB during this
period (September 10, 2021 to before the opening of trading on
September 21, 2021) will be identified to ensure purchasers of STI
common stock receive the entitlement to the True Up Shares, and, as
such, sellers of STI common stock during this period will also sell
their entitlement to the True Up Shares to the respective
purchasers of such common stock.
Due-bills obligate a seller of shares to deliver the dividend
payable on such shares to the buyer. The due-bill obligations are
settled customarily between the brokers representing the buyers and
sellers of the shares. STI has no obligation for either the amount
of the due-bill or the processing of the due-bill. Buyers and
sellers of STI shares should consult their broker before trading to
be sure they understand the effect of the due-bill procedures.
During the time that the shares trade with
due bill entitlements (True Up Shares) stockholders should consider
the total shares INCLUDING the due bill entitlements (that is the
number of True Up Shares) being transferred when determining an
acceptable price per share.
Net Effect of Reverse Split and True Up
Shares
The net effect of the Reverse Stock Split together with the
distribution of the True Up Shares is that the aggregate number of
STI shares of common stock outstanding will be reduced from
2,751,780 to 1,276,042 – an effective reduction of approximately
46% or an equivalent of a reverse stock split of approximately 2.15
into 1. This is not the actual ratio; it is provided solely to
illustrate the combined effect on the outstanding STI shares from
the Reverse Stock Split and the distribution of the True Up Shares.
Additionally, as provided in the merger agreement, the shares of
STI common stock held by AIU will be cancelled prior to the Reverse
Stock Split and are not included in the number of shares
outstanding (before and after the Reverse Stock Split) noted
above.
Example
By way of example, if:
- Prior to the Reverse Stock Split, a STI stockholder held 10,000
shares of common stock;
- Such stockholder continued to hold such shares on the record
date for the True Up Shares dividend, September 9, 2021 (5:00 p.m.
EDT); and
- The closing price per share of STI common stock on September 8,
2021 on the OTCQB is $2.30; then:
- The Reverse Stock Split rate would be 4.347826 into 1.
- The True Up Shares dividend rate would be approximately
1.016152.
- The closing price per share on September 8, 2021, giving pro
forma effect to the Reverse Stock Split, would be equal to $10.00
($2.30 * 4.347826).
- Such stockholder would hold 2,300 shares of STI common stock
after the Reverse Stock Split (10,000 / 4.347826); and would have a
due bill or entitlement to receive approximately 2,337 True Up
Shares (2,300 * 1.016152), resulting in the stockholder holding a
total of approximately 4,637 shares of STI Common Stock (2,300 +
2,337).
- The 2,300 shares of common stock will trade on a due bill basis
(that is, with automatic transfer of True Up Shares that would be
paid on account of such shares of common stock) until September 21,
2021, which is the trading day after the distribution or payment
date of the True Up Shares (September 20, 2021).
- Accordingly, until the ex-dividend date of September 21, 2021,
a sale of 100 shares will result in the transfer of approximately
202 shares (100 shares plus the due bill for approximately 102 True
Up Shares).
This example is an illustration and the actual number of shares
held by a stockholder of STI will depend on the actual Reverse
Stock Split ratio and the True Up Shares dividend rate, each of
which will be announced on September 8, 2021, after the close of
trading. The price per share used in this example is for
illustrative purposes only and not intended to reflect the actual
market price per share.
Treatment of Fractional Shares: Reverse
Stock Split and True Up Shares
No fractional shares of common stock will be issued as a result
of the Reverse Stock Split. As described in the Merger Proxy,
fractional shares will be rounded up only at the record holder and
participant level (broker / dealer) of ownership.
No fractional shares of common stock will be issued as a result
of the distribution or payment of the True Up Shares. Cash in lieu
of such fractional shares will be determined and paid only at the
record and participant level (broker / dealer) of ownership.
STI has chosen its transfer
agent, Computershare Trust Company, N.A. (“Computershare”), to act
as exchange agent for the Reverse Stock Split and paying agent for
the True Up Shares. Stockholders owning shares via a bank, broker
or other nominee will have their positions automatically adjusted
to reflect the Reverse Stock Split and True Up Shares dividend and
will not be required to take further action in connection with the
Reverse Stock Split or True Up Shares, subject to brokers’
particular processes and subject to being a record owner as of the
require date. Computershare can be reached electronically via the
following LINK.
About Allied Integral United, Inc. d/b/a 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 longevity 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 Clubs at clubs.myclearday.com. Learn more about
Clearday at Home at www.cleardayathome.com. Learn more about the
Clearday Network at https://business.cleardayathome.com
About Superconductor Technologies Inc. which will change its
name to Clearday, Inc. (STI)
Superconductor Technologies
Inc. is a global leader in superconducting innovation. Since 1987,
STI has led innovation in HTS materials, developing more than 100
patents as well as proprietary trade secrets and manufacturing
expertise. For more than 20 years STI utilized its unique HTS
manufacturing process for solutions to maximize capacity
utilization and coverage for Tier 1 telecommunications operators.
Headquartered in Austin, TX, Superconductor Technologies Inc.'s
common stock is listed on the OTC QB market under the ticker symbol
“SCON.” For more information about STI, please visit
http://www.suptech.com
No Offer or Solicitation
This communication is not intended to be and shall not
constitute an offer to sell, the solicitation of an offer to sell
or an offer to buy or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Forward-Looking Statements
Any statements in this press release that are not statements of
historical fact constitute forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements include, but are not limited to,
statements regarding the merger and other contemplated transactions
(including statements relating to the expected ownership of the STI
after the merger (the “Company”) and opportunities relating to or
resulting from the merger), and statements regarding the nature,
potential approval and commercial success of Clearday and its
product line, the effects of having shares of capital stock traded
on the OTC Market, the Company’s financial resources and cash
expenditures. Forward-looking statements are usually identified by
the use of words such as “believes,” “anticipates,” “expects,”
“intends,” “plans,” “ideal,” “may,” “potential,” “will,” “could”
and similar expressions. Actual results may differ materially from
those indicated by forward-looking statements as a result of
various important factors and risks. These factors, risks and
uncertainties include, but are not limited to: risks relating to
the Company’s ability to correctly estimate and manage its
operating expenses; the cash balances of the Company; potential
adverse reactions or changes to business relationships resulting
from the merger; the success and timing of regulatory submissions;
regulatory requirements or developments; changes in capital
resource requirements; and other factors discussed in the “Risk
Factors” section of STI’s most recent annual report and the
registration statement that the Company filed with the Securities
and Exchange Commission (SEC) with respect to the merger
(registration no. 333-256138), subsequent quarterly reports and in
other filings that the Company makes with the SEC from time to
time. Risks and uncertainties related to Clearday that may cause
actual results to differ materially from those expressed or implied
in any forward-looking statement include, but are not limited to:
Clearday’s plans to develop and commercialize its products and
services, including Clearday at Home and daily care centers and
other non-residential daily care services; Clearday’s
commercialization, marketing and implementation capabilities and
strategy; developments and projections relating to Clearday’s
competitors and its industry; the impact of government laws and
regulations; and Clearday’s estimates regarding future revenue,
expenses and capital requirements. In addition, the forward-looking
statements included in this press release represent the Company’s
views as of the date hereof. The Company anticipates that
subsequent events and developments will cause their respective
views to change. However, while the Company may elect to update
these forward-looking statements at some point in the future, the
Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing the Company’s views as of any date subsequent to the
date hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210907005347/en/
Investor Contact: Ginny Connolly ginny@myclearday.com
1.210.451.0839
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