SONIDA SENIOR LIVING, INC. 8-K

What Happened
On March 11, 2026 Sonida Senior Living, Inc. entered into a Preferred Stock Conversion and Warrant Extension Agreement with Conversant Dallas Parkway (A) LP and (B) LP. The company agreed to reduce the Series A Convertible Preferred Stock conversion price from $40.00 to $32.00 per share, made a one‑time cash payment of about $5.8 million (including ~$1.1 million of accrued dividends), and the investors immediately converted all 41,250 outstanding Series A preferred shares into 1,601,505 shares of common stock. The company also amended its warrant agreement to extend the expiration date of 1,031,250 warrants (exercise price $40.00) from November 3, 2026 to November 3, 2027. A Special Committee of independent directors reviewed and approved the transactions as being in the company’s and stockholders’ best interests. The company filed a Certificate of Amendment to lower the conversion price, then filed a Certificate of Elimination to remove the preferred series and filed a Second Restated Certificate of Incorporation on March 11, 2026.

Key Details

• Conversion price reduced from $40.00 to $32.00 per common share; all 41,250 Series A preferred shares converted.
• Conversion produced 1,601,505 newly issued common shares (effective March 11, 2026).
• Company paid approximately $5.8 million to the investors, including about $1.1 million of accrued dividends covering Jan 1–Mar 11, 2026.
• 1,031,250 warrants (strike $40.00) had their expiration extended to November 3, 2027.

Why It Matters
This transaction removes the Series A preferred securities (and their dividend/conversion rights) from Sonida’s capital structure and increases the outstanding common share count by 1,601,505 shares, which is dilutive to existing common holders. The one‑time cash payment reduces corporate cash by roughly $5.8 million. Extending the warrants delays potential cash proceeds from warrant exercises and extends the window for future dilution if those warrants are exercised at $40. The Special Committee’s approval provides governance confirmation that the board’s independent reviewers considered the deal fair and appropriate.