Superconductor Technologies Inc. (STI) (OTCQB: SCON) would
like to thank its stockholders for their support of the proposed
merger with Clearday and remind those stockholders that have not
yet voted to vote without
delay
"FOR" the merger and the other
proposals in the Company's proxy statement for the special meeting
of its stockholders to be held on August 10, 2021.
"The overwhelming majority of Superconductor stockholders who
have submitted their votes have voted in favor of the merger.
However, more votes are needed to meet the required threshold for
the merger to be completed," stated Jeffrey A. Quiram,
President and CEO of Superconductor.
"Superconductor has more than 8,000 stockholders. For the merger
to go forward, it is necessary for as many stockholders as possible
to submit their votes in favor of the proposals," continued Mr.
Quiram. "I encourage everyone who owned Superconductor shares
on July 13th, the record date for this meeting, to exercise
their right to vote and help make this merger with Clearday come to
fruition."
Superconductor stockholders should note that proposals 1 (the
Stock Issuance Proposal), 2 (the Reverse Stock Split Proposal) and
3 (Authorized Share Increase Proposal) must all be approved for the
merger to be completed. If any one of those
proposals is not approved, the merger will not go forward. Failure
to vote or an abstention from voting will have the same effect as a
vote "AGAINST" the merger and related proposals. All
stockholders are asked to vote "FOR" all proposals now. If
you previously voted against any of these proposals and would now
like to change your vote, you can do so by contacting
Superconductor's proxy solicitor. Stockholders may change their
votes, so the votes received in favor of the proposals so far could
be changed before the completion of the special meeting.
THE MERGER WILL NOT GO FORWARD UNLESS THE
STOCK ISSUANCE, REVERSE STOCK SPLITAND AUTHORIZED
SHARE INCREASE PROPOSALS ARE ALL APPROVED.
THE ELECTRONIC VOTING CUTOFF IS AT 11:59
PM EASTERN TIME ON AUGUST 9, 2021
SUPERCONDUCTOR STOCKHOLDERS - PLEASE
VOTE TODAY!
How to Vote
If you are a Superconductor stockholder and you have questions
or require assistance in submitting your proxy or voting your
shares, please contact Superconductor's proxy solicitor:
ADVANTAGE PROXY,
INC.Toll Free:
1-877-870-8565Collect:
1-206-870-8565Email: ksmith@advantageproxy.com
About Superconductor Technologies
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.
Important Additional Information Has Been Filed with
the SECIn connection with the proposed transaction
between STI and Clearday, the parties have filed relevant materials
with the SEC, including a STI registration statement on Form
S-4 that contains a combined proxy statement/prospectus/consent
solicitation statement. INVESTORS AND STOCKHOLDERS OF STI AND
CLEARDAY ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CLEARDAY, THE PROPOSED MERGER AND
RELATED MATTERS. Investors and shareholders will be able to obtain
free copies of the proxy statement/prospectus/information statement
and other documents 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
shareholders will be able to obtain free copies of the proxy
statement/prospectus/information statement and other documents
filed by STI with the SEC by written request
to: Superconductor Technologies Inc. 9101 Wall Street,
Suite 1300, Austin, TX 78754, Attention: Corporate
Secretary. Investors and stockholders are urged to read the proxy
statement/prospectus/consent solicitation statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed
transaction. The information in the websites of STI and Clearday is
not incorporated into this press release and will not be
incorporated into such SEC filed documents.
No Offer or SolicitationThis 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.
Participants in the SolicitationSTI and its
directors and executive officers, and Clearday, and its directors
and executive officers, may be deemed to be participants in the
solicitation of proxies from the stockholders of STI in connection
with the proposed merger. Information regarding the special
interests of these directors and executive officers in the proposed
merger will be included in the proxy
statement/prospectus/information statement referred to above.
Additional information about STI’s directors and executive officers
is included in STI’s definitive proxy statement, filed with
the SEC on August 10, 2020. These documents are
available free of charge at the SEC website (www.sec.gov)
and from the Corporate Secretary of STI at the address above.
Forward-Looking StatementsAny 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 proposed merger and other contemplated transactions
(including statements relating to satisfaction of the conditions to
and consummation of the proposed merger, the expected ownership of
the combined 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, Clearday’s and the post-merger combined 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 completion of the merger,
including the need for stockholder approval and the satisfaction of
closing conditions; risks related to STI’s ability to correctly
estimate and manage its operating expenses and its expenses
associated with the proposed merger pending closing; the cash
balances of the combined company following the closing of the
merger; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed 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, subsequent
quarterly reports and in other filings STI 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 future 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 STI and Clearday’s views as of the
date hereof. STI and Clearday anticipate that subsequent events and
developments will cause their respective views to change.
However, while STI and Clearday may elect to update these
forward-looking statements at some point in the future, STI and
Clearday specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing STI’s or Clearday’s views as of any date subsequent to
the date hereof.
Investor Contact:Moriah Shilton, or Kirsten Chapman, LHA
Investor Relationsinvest@suptech.com | 1.415.433.3777
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