SecProbe.io

United States securities and exchange commission logo
August 18, 2023
Brandon Ribar
Chief Executive Officer
SONIDA SENIOR LIVING, INC.
14755 Preston Road, Suite 810
Dallas, Texas 75254
Re:SONIDA SENIOR LIVING, INC.
Registration Statement on Form S-3
Filed August 4, 2023
File No. 333-273716
Dear Brandon Ribar:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed August 4, 2023
General
1.A portion of the securities you are registering appear related to an indirect primary
offering for investors in an equity line financing. In these circumstances, we view the
transaction to be a primary offering that can only proceed on an at-the-market basis under
Rule 415(a)(4) if the company is eligible to conduct a primary offering on Form S-3. We
further note your recent defaults on loans with Fannie Mae and Protective Life Insurance
Company. We note you became current, as of August 4, 2023, for one of the properties
that was in default with Protective Life Insurance Company. Please provide us with a
detailed analysis supporting your eligibility to use Form S-3, focusing on whether any
such defaults, in the aggregate, are material to the financial position of your company and
its consolidated and unconsolidated subsidiaries, taken as a whole. See General Instruction

 FirstName LastNameBrandon Ribar
 Comapany NameSONIDA SENIOR LIVING, INC.
 August 18, 2023 Page 2
 FirstName LastName
Brandon Ribar
SONIDA SENIOR LIVING, INC.
August 18, 2023
Page 2
I.A.4 of Form S-3 and refer to the guidance provided in Question 115.12 of the Division
of Corporation Finance’s Compliance and Disclosure Interpretations of Securities Act
Forms.
2.Please revise the exhibit table and file all shareholder agreements and debt agreements
related to the transactions described in your registration statement, which would include:
•November 21, 2021 Financing Agreement;
•Equity Commitment Agreement;
•Investor Rights Agreement; and
•Registration Rights Agreement.
We also note that you incorporate by reference to your Form 8-K filed on July 5, 2023 and
that the Equity Commitment Agreement is further incorporated by reference in that Form
8-K. However, you need to identify and file that agreement separately and may not
"double incorporate." See Securities Act Rule 411(e).

3.Please revise to disclose that each of the selling shareholder is an underwriter.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas O'Leary at (202) 551-4451 or Lauren Nguyen at (202) 551-3642
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Paul Conneely, Esq.