8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 1, 2023

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Sonida Senior Living, Inc.

(Exact name of registrant as specified in its charter)

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Delaware

(State or other jurisdiction of incorporation)

(972) 770-5600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 3.02 Unregistered Sales of Equity Securities.

As previously announced, Sonida Senior Living, Inc. (the “Company”) entered into an equity commitment agreement, dated as of June 29, 2023 (as amended, the “Equity Commitment Agreement”), with affiliates of Conversant Capital, LLC (“Conversant”) pursuant to which Conversant agreed to purchase, upon the Company’s request, up to $13.5 million of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price of $10.00 per share for a period of 18 months. On November 1, 2023, pursuant to the Equity Commitment Agreement the Company sold 400,000 shares of Common Stock to Conversant at a price of $10.00 per share, representing an aggregate offering price of $4,000,000. The issuance of such shares of Common Stock to Conversant was not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.