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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 1, 2026, the Board of Directors (the “Board”) of Sonida Senior Living, Inc. (the “Company”) appointed Anton Nikodemus as Executive Vice President and Chief Operating Officer of the Company, effective June 15, 2026. Prior to joining the Company, Mr. Nikodemus, age 62, served as the President and Chief Executive Officer for Seaport Entertainm…
Entry into a Material Definitive Agreement. On May 18, 2026, Sonida Senior Living, Inc. (the “Company” ) entered into an equity distribution agreement (the “ Distribution Agreement ”) with (i) RBC Capital Markets, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, R. Seelaus & Co., LLC and Wells Fargo Securities, LLC, each as sales agent and/or…
and Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause a…
Termination of a Material Definitive Agreement. On May 8, 2026, Sonida Senior Living, Inc. (together with its subsidiaries, the “Company”) provided written notice to Mizuho Securities USA LLC (“ Mizuho ”) of its election to terminate the at-the-market issuance sales agreement, dated as of April 1, 2024, between the Company and Mizuho (“ Mizuho Sales Agreement ”). The termination of the Mizuho Sales Agreement is effective May 13, 2026. No early termination penalties were incurred by the Compan…
Other Events. On March 11, 2026, the Company filed a Current Report on Form 8-K in connection with the completion of its previously announced acquisition of CNL Healthcare Properties, Inc. (“CHP”) and its subsidiaries on March 11, 2026 pursuant to the definitive agreement and plan of merger dated as of November 4, 2025 (the “Merger Agreement”) (the “CHP Merger”). To provide its investors with additional information and for the purpose of incorporating by reference the exhibits filed herewith…
and Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause a…
of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025 with respect to the Investor Rights Agreement, the Amended and Restated Registration Rights Agreement by and among the Company, Conversant Parties, Silk and PF Investors, LLC dated as of March 10, 2026, and the Investment Agreement by and between the Company and Silk dated as of November 4, 2025 is incorporated into this
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Resignation of Mr. Lieberman as a Director; Appointment of Mr. Levinson as a Director On April 16, 2026, Shmuel S.Z. Lieberman, an independent director of the Board of Directors (the “Board”) of Sonida Senior Living, Inc. (the “Company”), notified the Board of his resignation from his position as an independent director of the Board effective A…
by reference. All securities issued pursuant to the Investment Agreements were issued in an exempt transaction pursuant to Section 4(a)(2) of the Securities Act.
Entry into a Material Definitive Agreement. Preferred Stock Conversion and Warrant Extension Agreement and Amendment to Warrant Agreement On March 11, 2026, in order to induce the immediate full conversion of all of the outstanding shares of the Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Convertible Preferred Stock”), of Sonida Senior Living, Inc., a Delaware corporation (the “Company”), the Company entered into a Preferred Stock Conversion and Warrant Extensio…
Completion of Acquisition or Disposition of Assets As discussed in the Introductory Note, on the First Closing Date and the Second Closing Date, the Company completed its previously announced acquisition of CHP and its subsidiaries. Pursuant to the terms and conditions of the Merger Agreement, each share of CHP Common Stock issued and outstanding immediately prior to the First Merger Effective Time (other than shares held by SNDA, Holdco, SNDA Merger Sub, or any subsidiary of SNDA or wholly o…
Entry into a Material Definitive Agreement Bridge Loan Agreement On March 10, 2026 (the “ Funding Date ”), the Company entered into a bridge loan agreement, dated as of March 10, 2026 (the “ Bridge Loan Agreement ”), by and among the Company, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “ Bridge Lenders ”), Royal Bank of Canada, as administrative agent, and BMO Bank, N.A., as collateral agent, pursuant to which the Bridge Lender…
Results of Operations and Financial Condition. On March 11, 2 026, Sonida Senior Living, Inc. (the “Company”) announced its financial results for the fourth quarter and fiscal year ended December 31, 2025, by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1. The information being furnished under Item 2.02, Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of the Securities…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this item is included in
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 11, 2026, the Board accepted the resignations of Elliott R. Zibel, David W. Johnson, and Noah R. Beren as directors on the Board effective as of the effective time of the Second Merger (the “ Second Merger Effective Time ”), and appointed as directors on the Board, effective as of the Second Merger Effective Time, Michael Simanovsky as Cha…
Material Modification to Rights of Security Holders. Pursuant to the terms of the Conversion and Extension Agreement, the Company filed a Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock Par Value $0.01 per share (the “Certificate of Designation” and such amendment, the “Certificate of Designation Amendment”) on March 11, 2026 with the Secretary of State of the State of Delaware, pursuant to which the Certificate of Designa…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 23, 2026 (the “Grant Date”), the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Sonida Senior Living, Inc. (the “Company”) approved the grant of performance stock unit awards (the “PSUs”) to certain key employees, including the Company’s named executive officers, pursuant to the Company’s 2019 Omnibu…
Other Events As previously reported, on November 4, 2025, Sonida Senior Living, Inc. (“ SNDA ”), and CNL Healthcare Properties, Inc. (“ CHP ”), entered into an Agreement and Plan of Merger (as amended from time to time, the “ Merger Agreement ”), by and among SNDA, CHP, SSL Sparti LLC, a wholly owned subsidiary of SNDA (“ Holdco ”), SSL Sparti Property Holdings Inc., a wholly owned subsidiary of Holdco (f/k/a Sparti Merger Sub, Inc., “ SNDA Merger Sub ”), and CHP Merger Corp., a wholly owned…
Entry into a Material Definitive Agreement. On December 29, 2025, Sonida Senior Living, Inc., a Delaware corporation (the “ Company ”), entered into an amended and restated credit agreement, dated as of December 29, 2025 (the “ Credit Agreement ”), among the Company, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “ Lenders ”), and BMO Bank, N.A., as administrative agent. The Credit Agreement amends and restates (subject to the con…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this item is included in
and Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause a…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to and subject to the terms of the Merger Agreement, and effective as of the effective time of the CHP Merger, the Company shall cause (i) Stephen H. Mauldin to be appointed to the Board and (ii) another director designated by CHP to be appointed by the Board, subject in each case, to approval of the Board’s Nominating and Governance Commi…
Unregistered Sales of Equity Securities. The information in
Entry into a Material Definitive Agreement. Merger Agreement On November 4, 2025, Sonida Senior Living, Inc., a Delaware corporation (the “ Company ” or “ Sonida ”), SSL Sparti LLC, a Delaware limited liability company and a wholly owned subsidiary of Sonida (“ Holdco ”), Sparti Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Holdco (“ SNDA Merger Sub ”, and together with Holdco and Sonida, the “ Buyer Parties ”), CNL Healthcare Properties, Inc., a Maryland corporation…
Entry into a Material Definitive Agreement. On August 7, 2025, Sonida Senior Living, Inc. (the “Company”) entered into a senior secured term loan of $137.0 million (“2025 Ally Term Loan”) with Ally Bank (“Ally”) with a closing fee of 0.75%, or $1.0 million. The 2025 Ally Term Loan amends and restates the Company’s existing term loan agreement with Ally, dated as of March 10, 2022, as amended. The 2025 Ally Term Loan allows for an initial term loan advance on the closing date of $122.0 million…
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