Company Will Change Its Name to
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 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. EDTon September 9, 2021, which is after the closing of trading September 9, 2021and 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
ANY PERSON THAT SELLS SHARES OF STI COMMON STOCK PRIOR TO
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
Reverse Stock Split – Calculated to Change the Price Per Share to
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
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
This means any trades that are executed on the OTCQB during this period (
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.
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, 2021on 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
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,
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
Learn more about Clearday at www.myclearday.com.
Learn more about
Learn more about Clearday at Home at www.cleardayathome.com.
Learn more about the Clearday Network at https://business.cleardayathome.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.
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