Clearday, Inc. entered into a loan agreement with an institutional lender to obtain gross proceeds of approximately $540,000 and modified an existing promissory note to reduce its principal balance from approximately $2,420,000 to $550,000 (which eliminated approximately $1,870,000 or indebtedness) and extended the note's maturity date to March 31, 2023. Financing: On July 5, 2022, the Company closed a loan with an institutional lender (Lender") under the terms of a Securities Purchase Agreement (the Securities Purchase Agreement) dated July 1, 2022, and issued an unsecured promissory note in the principal amount of $600,000, which included original issue discount of $60,000 (the Note") to the Lender. The Note provided proceeds to us $540,000 before fees and expenses.

We paid $54,000 in placement fees in connection with the sale of the Note and $7,000 of expenses of the Lender. After payment of such fees and closing cost, the sale of the Note resulted in $479,000 in net proceeds to the us. The Note was issued in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act"), under Section 4(a)(2) thereof.

The net proceeds were used for general working purposes.