false 0001043000 0001043000 2022-03-30 2022-03-30

 

 

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) March 30, 2022

 

 

Sonida Senior Living, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

1-13445   75-2678809
(Commission
File Number)		   (IRS Employer
Identification No.)

 

16301 Quorum Drive  
Suite 160A  
Addison, Texas   75001
(Address of Principal Executive Offices)   (Zip Code)

(972) 770-5600

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

 

 

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):

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock   SNDA   New York Stock Exchange

 

 

 

Item 2.02

Results of Operations and Financial Condition.

On March 30, 2022, Sonida Senior Living, Inc. (the “Company”) issued a press release announcing it will file a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission (the “SEC”) for an extension to file the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The press release also announces certain preliminary financial estimates for the fourth quarter ended December 31, 2021. 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 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 actual results to differ materially from those anticipated.

 

Item 8.01

Other Information.

The 2022 annual meeting of the Company’s stockholders (the “Annual Meeting”) has been scheduled for June 9, 2022. The record date for the Annual Meeting has been set as the close of business on April 18, 2022.

The Company will be filing a proxy statement and other documents regarding the Annual Meeting with the SEC. The Company’s stockholders are urged to read the proxy statement and other relevant materials when they become available, because they will contain important information about the Company, the Annual Meeting and related matters. Stockholders may obtain a free copy of the Company’s proxy statement, when available, and other documents filed by the Company with the SEC at the SEC’s website (www.sec.gov) and in the investor relations section of the Company’s website (www.sonidaseniorliving.com).

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press Release, dated March 30, 2022*
104    Cover Page Interactive Data File-formatted as Inline XBRL.

 

*

This exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01.

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.

 

Date: March 30, 2022     Sonida Senior Living, Inc.
    By:  

/s/ David R. Brickman

    Name:   David R. Brickman
    Title:   Senior Vice President, Secretary and General Counsel
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