[8-K/A] Brookdale Senior Living Inc. 7.00% Tangible Equity Units Amends Material Event Report

Rhea-AI Filing Summary

Inno Holdings Inc. (symbol: INHD) has filed a Preliminary Proxy (Schedule 14A) for a virtual Special Meeting on 11 August 2025. Shareholders of record as of 22 July 2025 will vote on three management-supported proposals:

• Proposal 1 – Reverse Stock Split: Authorises the Board to implement a split in a range of 1-for-5 to 1-for-25 within 12 months, primarily to regain compliance with Nasdaq’s $1.00 bid requirement and to increase authorised but unissued shares.
• Proposal 2 – Share Issuance under Standby Equity Purchase Agreement (SEPA): Seeks approval to issue up to 25 million new shares (potentially >300 % of the current 7,748,482 outstanding) at 20-40 % of the “Minimum Price” to raise up to $6 million in working capital. The SEPA terminates after three years or once the funding limit is met.
• Proposal 3 – Adjournment: Allows meeting adjournment to solicit additional proxies if support for Proposals 1 or 2 is insufficient.

Strategic Rationale

• Maintain Nasdaq listing and mitigate market-manipulation risk through a higher post-split price.
• Improve liquidity perceptions and expand financing flexibility; additional authorised shares could facilitate future capital raises, acquisitions, or incentive compensation.

Risks Highlighted by the Company

• Reverse split may fail to lift bid price sustainably, could reduce liquidity, and create more odd-lot holders.
• SEPA share sales below market and the effective increase in authorised shares create substantial dilution; no specific alternative capital plans were disclosed.

The Board unanimously recommends voting FOR all proposals. No officer or director holds a special interest beyond that of other shareholders. Voting can be completed online, by email, fax, or mail prior to or during the webcast.

Positive

• Maintains Nasdaq listing: Reverse split aims to meet the $1.00 bid rule, preserving exchange visibility and potentially broader investor access.
• Access to $6 million: SEPA provides flexible, on-demand capital for working capital and corporate purposes without traditional underwriting fees.
• Increased strategic flexibility: Post-split authorised share cushion can support future M&A, debt reduction or employee incentives.

Negative

• Significant dilution risk: Authorisation of up to 25 m new shares could more than triple the current share count, materially diluting existing holders.
• Liquidity concerns post-split: A 1-for-25 split reduces float to ~310 k shares, which may widen spreads and heighten volatility.
• Discounted share issuance: SEPA allows sales at only 20-40 % of the Minimum Price, transferring value to new investors at the expense of current shareholders.

Insights

Equity Research Analyst

TL;DR: Reverse split aids listing, but SEPA could dilute >300%; net impact modestly negative for existing shareholders.

The split range empowers directors to pick the ratio that best meets Nasdaq rule 5550(a)(2). With only 7.75 m shares outstanding, a 1-for-25 conversion would reduce float to roughly 310 k, artificially boosting price but not enterprise value. Historical evidence shows many micro-caps underperform after similar actions as liquidity evaporates. The SEPA provides $6 m of at-the-market style capital, yet the 20-40 % discount to the five-day VWAP (Minimum Price) implies immediate value transfer to investors purchasing the stock. Authorising up to 25 m new shares signals possible dilution exceeding 75 % of post-split authorised stock. While funds bolster working capital, the amount is small relative to potential dilution. On balance, I rate impact -1.

Corporate Governance Specialist

TL;DR: Proposals expand Board flexibility; governance process appears standard; shareholder dilution remains primary concern.

From a governance lens, the proxy provides clear disclosure of purpose, risks, and Nasdaq compliance motives. Granting the Board discretion over split timing/ratio and SEPA usage is common for thinly traded issuers. The company states no going-private intent and outlines quorum, voting, and fractional-share handling procedures. However, the vast increase in authorised but unissued shares reduces takeover deterrents and concentrates power with management, warranting careful investor monitoring. I view the overall governance impact as neutral, hence a rating of 0.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
			FORM			8-K/A
(Amendment No. 2)
CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)						April 13, 2025

Brookdale Senior Living Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-32641			20-3068069
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

105 Westwood Place,

Suite 400,

Brentwood,

Tennessee

37027

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code

(615)

221-2250

(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))

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, $0.01 Par Value Per Share			BKD			New York Stock Exchange
7.00% Tangible Equity Units			BKDT			New York Stock Exchange

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. ☐

Explanatory Note

This Amendment No. 2 to the Current Report on Form 8-K/A amends Item 5.02 of the Current Reports on Form 8-K for Brookdale Senior Living Inc. (the “Company”) filed on April 14, 2025 and April 24, 2025 (the “Original Filings”) solely to reflect the committee appointments for Mark Fioravanti and Joshua Hausman that had not been determined at the time of the filing of the Original Filings. No other changes have been made to the Original Filings.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective immediately following the Company's annual meeting of stockholders on July 11, 2025, the Board of Directors of the Company (the “Board”) appointed Mr. Fioravanti to its Audit Committee and Compensation Committee, and the Board appointed Mr. Hausman to its Nominating and Corporate Governance Committee and Investment Committee. The Board also determined that Mr. Fioravanti is an “audit committee financial expert” as defined by the rules of the Securities and Exchange Commission.

SIGNATURE

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.

BROOKDALE SENIOR LIVING INC.

Date:

July 15, 2025

By:

/s/ Chad C. White

Name:

Chad C. White

Title:

Executive Vice President, General Counsel and Secretary

FAQ

Why is Inno Holdings (INHD) proposing a reverse stock split?

To increase the per-share price and regain compliance with Nasdaq’s $1.00 minimum bid requirement, while also freeing authorised shares for future issuance.

What split ratios are being considered for INHD?

The Board may implement any ratio between 1-for-5 and 1-for-25 within one year of shareholder approval.

How many new shares could be issued under the Standby Equity Purchase Agreement?

Up to 25 million shares of common stock, raising a maximum of $6 million.

What is the potential impact of the SEPA on existing INHD shareholders?

If fully utilised, the issuance could dilute current ownership by more than 300 % and shares may be sold at 20-40 % of the Minimum Price.

When and how can shareholders vote on the proposals?

Holders of record on 22 July 2025 may vote online, via email, fax, or mail before or during the virtual meeting on 11 August 2025.

What happens if Proposal 1 fails to raise INHD's share price above $1.00?

The company warns that continued non-compliance could lead to Nasdaq delisting, which may impair liquidity and access to capital.