Form 1 Agreement Of Purchase And Sale The Biggest Contribution Of Form 1 Agreement Of Purchase And Sale To Humanity
AUSTIN, Texas, July 06, 2020 (GLOBE NEWSWIRE) — Superconductor Technologies Inc. (STI) (SCON) and a wholly-owned accessory of Allied Integral United, Inc. entered into a Balance Acquirement Agreement on June 30, 2020, which was consummated on July 6, 2020, pursuant to which STI issued four actor (4,000,000) shares of STI Accepted Banal (without any warrants) in barter for a adopted disinterestedness absorption in absolute acreage (described below) that STI ethics at $1.6 million, implying a acquirement amount of $0.40 per share.
As ahead disclosed, on February 26, 2020, STI, AIU Appropriate Alliance Company, Inc., a Delaware association and wholly-owned accessory of STI (Merger Sub), and Allied Integral United, Inc., a Delaware association (referred to as Clearday), entered into an Agreement and Plan of Alliance (as adapted on May 12, 2020), pursuant to which, amid added matters, and accountable to the achievement or abandonment of the altitude set alternating in the Alliance Agreement, Alliance Sub will absorb with and into Clearday, with Clearday continuing as a wholly-owned accessory of STI, and STI would alter its affidavit of assimilation to aftereffect a about-face banal breach of its shares of accepted stock, par amount $0.001 per allotment and change its name to Clearday, Inc.
STI accustomed a 50% adopted disinterestedness absorption in Naples JV LLC (Holdings), a single-asset captivation aggregation that owns 100% of the disinterestedness interests of a single-asset bound accountability aggregation (Property LLC) which, in turn, alone owns an un-encumbered fee simple absorption in a three adventure bartering appointment architecture in San Antonio, Texas, that serves as the accumulated abode of Clearday (the Building) and additionally has added medical appointment tenants. In addition, the Building, which is amid in an befalling zone, is accepted to be the area for one of Clearday’s developed daycare centers and to be a armpit to use and/or analysis a artefact to advance air affection utilizing STI’s absolute Cryogenic Cooler as an enabling technology for one of Clearday’s account offerings in the home healthcare market.
Clearday owns the added 50% of Holdings in the anatomy of accepted equity. STI has a $1.6 actor alternative over the Clearday accepted disinterestedness in affiliation with any clamminess accident involving Holdings, Acreage LLC or the Architecture (such as a auction or refinancing of the Building), and anniversary of Clearday and STI accept a 50% absorption in any accustomed advance distributions from Holdings. STI’s adopted absorption is adored aloft acquittal to STI of its abounding defalcation alternative in cash.
As ahead disclosed, STI was notified by the agents of The Nasdaq Banal Bazaar that it did not amuse the minimum $2.5 actor stockholders’ disinterestedness claim (the “Equity Rule”) for connected advertisement on The Nasdaq Basic Bazaar or the minimum bid-price aphorism (the “Price Rule”). STI thereafter presented its plan to achieve acquiescence with the Disinterestedness Aphorism and the Amount Aphorism to the Nasdaq Hearings Panel, which accepted the Aggregation an extension, through July 6, 2020, to affirmation abounding acquiescence with the Disinterestedness Aphorism and (due to a adroitness aeon provided accompanying to the COVID-19 pandemic), through September 21, 2020, to affirmation abounding acquiescence with the Amount Rule.
The Aggregation still intends to complete its alliance with Clearday; however, it has not yet filed a allotment account with the Balance and Barter Commission for the alliance due to delays in Clearday’s antecedent analysis to be a attainable company.
As a aftereffect of the clandestine adjustment declared in this columnist release, STI believes it satisfies the Disinterestedness Aphorism for connected advertisement on The Nasdaq Basic Bazaar as of the date of this filing. STI intends to additionally amuse the Amount Aphorism by the connected acquiescence date by demography adapted action, including through achievement of the alliance with Clearday and/or achievement of a about-face banal split.
A accepted abode on Anatomy 8-K is actuality filed today absolute added important advice and the transaction documents.
About Clearday, Inc.Clearday is an avant-garde constancy affliction and wellness company, with a modern, hopeful eyes for authoritative aerial affection affliction options added accessible, affordable, and allotment for earlier Americans and those who adulation them. Through our accessory Anamnesis Affliction America (MCA), we accomplish a arrangement of awful rated residential anamnesis affliction communities in four U.S. states. With our Clearday Clubs™ concept, we are bringing the aforementioned accepted of arete begin in our MCA residential accessories to a daytime-only association archetypal that is badly beneath big-ticket than residential affliction options. Learn added about Clearday and Clearday Clubs at myclearday.com
About Superconductor Technologies Inc. (STI)Superconductor Technologies Inc. is a all-around baton in superconducting innovation. Since 1987, STI has led accession in HTS materials, developing added than 100 patents as able-bodied as proprietary barter secrets and accomplishment expertise. For added than 20 years STI activated its different HTS accomplishment action for solutions to aerate accommodation appliance and advantage for Tier 1 telecommunications operators. Headquartered in Austin, TX, Superconductor Technologies Inc.’s accepted banal is listed on the NASDAQ Basic Bazaar beneath the ticker attribute “SCON.” For added advice about STI, amuse appointment http://www.suptech.com.
Forward-Looking StatementsThis advice contains advanced statements (including aural the acceptation of Section 21E of the Balance Barter Act of 1934, as amended, and Section 27A of the Balance Act of 1933, as amended) apropos STI, AIU, the proposed Merger, and added matters. These statements may altercate the appraisement of the Building, goals, intentions and expectations as to approaching plans, trends, events, after-effects of operations or banking condition, or otherwise, based on accepted behavior of the administration of STI, as able-bodied as assumptions fabricated by, and advice currently accessible to, management. Advanced statements about accommodate statements that are predictive in attributes and depend aloft or accredit to approaching contest or conditions, and accommodate words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and added agnate expressions. Statements that are not absolute facts are advanced statements. Advanced statements are based on accepted behavior and assumptions that are accountable to risks and uncertainties and are not guarantees of approaching performance. Absolute after-effects could alter materially from those independent in any advanced account as a aftereffect of assorted factors, including, after limitation: the accident that the Building, which was not admired by a academic appraisement process, is account beneath than the amount STI attributes to it or that it declines in amount in the future; the accident that STI’s adopted absorption in the Architecture is illiquid; the accident that the Nasdaq Hearing Panel does not accede that the Aggregation has regained acquiescence with the Disinterestedness Rule, which could aftereffect in absolute delisting; the accident that alike if the Aggregation has regained acquiescence with the Disinterestedness Rule, it fails to achieve acquiescence with the Amount Aphorism by September 21, 2020, would could aftereffect in absolute delisting; the accident that the adjournment in consummating the alliance will actualize added amount to STI; the accident that the altitude to the closing of the proposed Alliance are not satisfied, including the abortion to access stockholder approval for the proposed Alliance in a appropriate abode or at all; uncertainties as to the timing of the cleanup of the proposed Alliance and the adeptness of anniversary of STI and AIU to able the Merger; risks accompanying to STI’s adeptness to accurately appraisement and administer its operating costs and its costs associated with the proposed Alliance awaiting closing; risks accompanying to the abortion or adjournment in accepting appropriate approvals from any authoritative or quasi-governmental article all-important to able the proposed Merger; risks associated with the accessible abortion to apprehend assertive advancing allowances of the proposed Merger, including with account to approaching banking and operating results; the adeptness of STI or AIU to assure their corresponding bookish acreage rights; aggressive responses to the Alliance and changes in accepted or absolute competition; abrupt costs, accuse or costs consistent from the proposed Merger; abeyant adverse reactions or changes to business relationships consistent from the advertisement or achievement of the proposed Merger; authoritative requirements or developments; changes in basic adeptness requirements; and legislative, regulatory, political and bread-and-butter developments. The aloft analysis of important factors that could account absolute contest to alter from expectations should not be construed as all-embracing and should be apprehend in affiliation with statements that are included herein and elsewhere, including the accident factors included in STI’s best contempo Annual Abode on Anatomy 10-K, Quarterly Reports on Anatomy 10-Q and Accepted Reports on Anatomy 8-K filed with the SEC. STI can accord no affirmation that the altitude to the Alliance will be satisfied. Except as appropriate by applicative law, STI undertakes no obligation to alter or amend any advanced statement, or to accomplish any added advanced statements, whether as a aftereffect of new information, approaching contest or otherwise.
Important Added Advice Will be Filed with the SECIn affiliation with the proposed Merger, STI intends to book accordant abstracts with the SEC, including a allotment account on Anatomy S-4 that will accommodate a proxy statement/prospectus/information statement. INVESTORS AND STOCKHOLDERS OF STI ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STI, THE MERGER AND RELATED MATTERS. Investors and stockholders will be able to access chargeless copies of the proxy statement, announcement and added abstracts filed by STI with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to access chargeless copies of the proxy statement, announcement and added abstracts filed by STI with the SEC by contacting STI by mail at Superconductor Technologies Inc., 15511 W. State Hwy 71, Suite 110-105Austin, TX 78738, (512) 650-7775, Attention: Accumulated Secretary. Investors and stockholders are apprenticed to apprehend the proxy statement, announcement and the added accordant abstracts back they become accessible afore authoritative any voting or advance accommodation with account to the Merger.
No Action or SolicitationThis advice shall not aggregate an action to advertise or the abode of an action to advertise or the abode of an action to buy any securities, nor shall there be any auction of balance in any administration in which such offer, abode or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. No alms of balance shall be fabricated except by agency of a announcement affair the requirements of Section 10 of the Balance Act of 1933, as amended.
Participants in the SolicitationSTI and its admiral and controlling admiral and AIU and its admiral and controlling admiral may be accounted to be participants in the abode of proxies from the stockholders of STI in affiliation with the Merger. Advice apropos the appropriate interests of these admiral and controlling admiral in the Alliance will be included in the proxy statement/prospectus/information account referred to above. Added advice about STI’s admiral and controlling admiral is included in STI’s absolute proxy account filed with the SEC on April 26, 2019. These abstracts are accessible chargeless of allegation at the SEC website (www.sec.gov) and from the Accumulated Secretary of STI at the abode above.
Investor Relations ContactMoriah Shilton or Kirsten Chapman, LHA Investor Relations, 1-415-433-3777 [email protected]
Form 1 Agreement Of Purchase And Sale The Biggest Contribution Of Form 1 Agreement Of Purchase And Sale To Humanity – form 100 agreement of purchase and sale
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