The complaint alleges on March 11, 2026, Sonida and Conversant entered into an agreement pursuant to which Conversant agreed to convert all of its 41,250 outstanding shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) into 1,601,505 shares of Sonida common stock (the “Series A Conversion”). Before effectuating the Series A Conversion, Sonida and Conversant agreed to amend the conversion ratio set forth in the Series A Preferred Stock Certificate of Designation (the “Certificate of Designation”) that spelled out the rights and preferences of the Series A Preferred Stock (the “COD Amendment”).