SEC Alleges Clearday Hasn’t Filed Any Periodic Reports Since 2023

A public company without a current reporting trail

Clearday’s last periodic report identified in the SEC order was a Form 10-Q for the quarter ended September 30, 2023. The Enforcement Division alleges that nothing periodic followed.

That matters because securities registration carries an ongoing disclosure obligation. Exchange Act Section 13(a) and its rules require registered issuers to provide current and accurate information through annual and quarterly reports. The obligation applies even when registration under Section 12(g) was voluntary.

The order also states that unsolicited quotations for Clearday common stock, under the symbol CLRD, were submitted on OTC Link ATS. It does not quantify trading activity or identify investor losses. It does establish the regulator’s concern that a quoted security allegedly lacked the reporting history required of its issuer.

“CLRD is delinquent in its periodic filings with the Commission in that it has not filed any periodic reports since it filed a Form 10-Q for the period ending September 30, 2023.”SEC order, summarizing the Enforcement Division’s allegation

What the SEC alleges, and what remains unproven

The four-page order is narrow. It does not accuse Clearday of fabricating revenue, misleading investors, insider trading, or misusing funds. It alleges a failure to perform the recurring disclosure work required of a registered issuer.

How a filing lapse becomes a registration case

The SEC brought the proceeding under Section 12(j) of the Exchange Act. In plain language, that provision allows the Commission to consider the status of securities registration when an issuer has not complied with reporting requirements.

The order itself does not suspend trading, impose a fine, or revoke registration. It opens the process for deciding whether suspension or revocation is necessary and appropriate for investor protection.

The consequence documented here is missing information

Periodic reports are where investors ordinarily receive updated financial statements, operating results, risk disclosures, and information about management and the business. When those reports are absent, the required channel for evaluating a registered issuer is absent with them.

The SEC order does not show that any Clearday investor lost money because of the alleged filing gap. It does not identify victims or calculate financial harm. The officially stated concern is narrower: investors were entitled to current and accurate periodic information, and the Enforcement Division alleges that Clearday failed to provide it.

This distinction is essential. The record supports a reporting case and a potential investor-information risk. It does not support a conclusion that Clearday committed fraud or caused a particular loss.

Clearday still has the right to contest the case

The Commission ordered Clearday to answer within 10 days after service. The deadline runs from service, not simply from the date printed on the order. A prehearing conference is to follow within 14 days after the answer is served.

The supplied order contains no response, denial, admission, or explanation from Clearday. It directs that a public hearing be scheduled by a later order, while also allowing resolution through briefing, summary disposition, or default when no hearing is necessary.

If Clearday fails to answer or appear after proper notice, the company may be deemed in default. In that circumstance, the allegations may be treated as true for purposes of resolving the proceeding. That possibility is not the same as a present finding that default has occurred.

The unresolved question is whether registration can survive the disclosure gap

The SEC’s case does not turn on a disputed figure buried in a financial statement. According to the Enforcement Division, the required statements and reports stopped arriving altogether.

Clearday has not yet been found liable in this proceeding. It has an opportunity to challenge the allegations and present defenses. The Commission must then decide whether the alleged reporting failure is serious enough to interrupt or end the registered status of the company’s securities.