SONIDA SENIOR LIVING, INC.
14755 Preston Road, Suite 810
Dallas, Texas 75254
PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held March 21, 2024
SOLICITATION OF PROXIES BY BOARD OF DIRECTORS
The Board of Directors (the Board of Directors or the Board) of Sonida Senior Living, Inc. (the
Company, Sonida, we, our or us) is soliciting your proxy for voting on the proposals to be presented at our special meeting of our stockholders to be held on March 21, 2024 (the
Special Meeting). The Special Meeting will be held at the Companys Corporate Office at 14755 Preston Road, Suite 810, Dallas, Texas 75254 on the 21st day of March, 2024 at 3:00 p.m. Central Time for the purposes set forth in the
accompanying Notice of Special Meeting of Stockholders and described in this Proxy Statement. When proxies in the accompanying form are properly executed and received, the shares represented thereby will be voted at the Special Meeting in accordance
with the directions noted thereon, unless the proxy is subsequently revoked.
QUESTIONS AND ANSWERS
ABOUT THESE PROXY MATERIALS AND THE SPECIAL MEETING
Why am I receiving these materials?
The Company sent you this Proxy Statement and the enclosed proxy card because the Board is soliciting your proxy to consider
and vote at the Special Meeting to approve (1) an amendment to the Companys Amended and Restated Certificate of Incorporation, as amended (the Certificate of Incorporation), to increase the number of authorized shares of
common stock from 15,000,000 shares to 30,000,000 shares (the Charter Amendment Proposal); and (2) the adjournment of the Special Meeting to solicit additional proxies if there are insufficient proxies at the Special Meeting to
approve the foregoing proposal (the Adjournment Proposal, together with the Charter Amendment Proposal, the Meeting Proposals).
What is the purpose of the Special Meeting?
At the Special Meeting, holders of our common stock and Series A Convertible Preferred Stock will be asked to consider and vote
on the Charter Amendment Proposal and the Adjournment Proposal if there are insufficient proxies at the Special Meeting to approve the Charter Amendment Proposal.
Who is entitled to vote at the Special Meeting?
Only holders of record at the close of business on February 12, 2024 (the Record Date) of shares of our common
stock and Series A Convertible Preferred Stock are entitled to notice of and to vote at the Special Meeting. As of the Record Date, there were (i) [11,528,724] shares of our common stock issued and outstanding, and (ii) 41,250 shares of Series A
Convertible Preferred Stock issued and outstanding, which are convertible into [1,229,311] shares of our common stock and are entitled to an aggregate of [1,229,311] votes on the proposals described in this Proxy Statement.
Why is the Company seeking approval of the Charter Amendment Proposal?
Our Certificate of Incorporation currently allows us to issue up to 15,000,000 shares of common stock, par value $0.01 per
share, and 15,000,000 shares of preferred stock, par value $0.01 per share. As of the Record Date, there were (i) [11,528,724] shares of common stock issued and outstanding, (ii) 41,250 shares of Series A Convertible Preferred Stock issued and
outstanding, which are convertible into an additional [1,229,311] shares of our common stock, (iii) 1,031,250 additional shares of common stock issuable upon the exercise of outstanding warrants, (iv) 350,000 additional shares of common stock
issuable pursuant to our equity
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