RHEP 8-K
Regional Health Properties, Inc (RHEP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A(1) | ||||
| (1) | N/A(1) |
(1) On June 11, 2025, NYSE American LLC (“NYSE American”) filed a Form 25 with the U.S. Securities and Exchange Commission to delist Regional Health Properties, Inc.’s (“Regional”) common stock, no par value (the “Common Stock”), and Regional’s Series A Redeemable Preferred Shares, no par value (the “Series A Preferred Stock”), from NYSE American. The Common Stock and the Series A Preferred Stock trade on the OTCQB under the symbols “RHEP” and “RHEPA,” respectively.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 1.01 | Entry Into a Material Definitive Agreement |
As previously disclosed, on April 14, 2025, Regional Health Properties, Inc., a Georgia corporation (“Regional”), and SunLink Health Systems, Inc., a Georgia corporation (“SunLink”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which SunLink will merge with and into Regional (the “Merger”), with Regional surviving the Merger as the surviving corporation. The Merger Agreement provides that it may be terminated if the Effective Time shall not have occurred by 5:00 p.m., Eastern time, on June 30, 2025 (“Termination Date”).
On June 22, 2025, Regional and SunLink entered into an Amendment to Amended and Restated Agreement and Plan of Merger (the “Amendment”) pursuant to which Regional and SunLink each agreed to extend the “Termination Date” until 5:00 p.m., Eastern time, on August 11, 2025 and make a clarifying clean-up change. Regional and SunLink acknowledge in the Amendment that the Regional Shareholder Approval (as defined in the Merger Agreement, as amended by the Amendment) and the SunLink Shareholder Approval (as defined in the Merger Agreement, as amended by the Amendment) have not been obtained and that Regional and SunLink have reasonably determined that such outstanding approvals will not be obtained by 5:00 p.m., Eastern time, on June 30, 2025. In light of these outstanding approvals, Regional and SunLink determined to approve the Amendment. As amended, the Merger Agreement may be terminated by each of Regional and SunLink under certain circumstances, including if the Merger is not consummated by 5:00 p.m., Eastern time, on August 11, 2025.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 2.1 | Amendment to Amended and Restated Agreement and Plan of Merger, dated as of June 22, 2025, by and between Regional Health Properties, Inc. and SunLink Health Systems, Inc. | |
| 104 | Cover page in Inline XBRL format |
* * *
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NO OFFER OR SOLICITATION
Communications in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
ADDITIONAL INFORMATION
The proposed merger will be submitted to both the Regional and SunLink shareholders for their consideration. In connection with the proposed merger, Regional will file a Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) that will include a joint proxy statement/prospectus for Regional and SunLink and other relevant documents concerning the proposed merger.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
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You will be able to obtain a copy of the joint proxy statement/prospectus once filed, as well as other filings containing information about Regional and SunLink, without charge, at the SEC’s website (http://www.sec.gov) or by accessing Regional’s website (http://www.regionalhealthproperties.com) under the tab “Investor Relations” or by accessing SunLink’s website (http://www.sunlinkhealth.com) under the tab “Investors.” Copies of the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Investor Relations, Regional Health Properties, Inc., 1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia, 30338, telephone 678-869-5116 or to Investor Relations, SunLink Health Systems, Inc., 900 Circle 75 Parkway, Suite 690, Atlanta, Georgia, 30339, telephone 770-933-7004.
Regional and SunLink and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Regional and SunLink in connection with the proposed merger. Information about the directors and executive officers of Regional is set forth in Part III of Regional’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Regional Annual Report”), which information may be updated by Regional from time to time in subsequent filings with the SEC. Information about the directors and executive officers of SunLink is set forth in Part III of SunLink’s Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended June 30, 2024, which information may be updated by SunLink from time to time in subsequent filings with the SEC. Additional information about the interests of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger when it becomes available. Free copies of this document may be obtained as described above.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed merger between Regional and SunLink, including statements of Regional’s goals, intentions and expectations; statements regarding Regional’s business plan and growth strategies; and the ability of Regional to meet the continued listing requirements of the NYSE American and to maintain the listing of securities thereon.
These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things:
| ● | the risk that the businesses of Regional and SunLink will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; | |
| ● | expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; | |
| ● | revenues following the merger may be lower than expected; | |
| ● | customer, vendor and employee relationships and business operations may be disrupted by the merger; | |
| ● | the ability to obtain required regulatory approvals or the approvals of Regional’s or SunLink’s shareholders, and the ability to complete the merger on the expected timeframe; | |
| ● | the costs and effects of litigation and the possible unexpected or adverse outcomes of such litigation; |
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| ● | the ability of Regional and SunLink to meet the continued listing requirements or rules of the NYSE American LLC or the OTCQB, as applicable, and to maintain the listing or trading, as applicable, of securities thereon; | |
| ● | possible changes in economic and business conditions; | |
| ● | the impacts of epidemics, pandemics or other infectious disease outbreaks; | |
| ● | the existence or exacerbation of general geopolitical instability and uncertainty; | |
| ● | possible changes in monetary and fiscal policies, and laws and regulations; | |
| ● | competitive factors in the healthcare industry; | |
| ● | Regional’s dependence on the operating success of its operators; | |
| ● | the amount of, and Regional’s ability to service, its indebtedness; | |
| ● | covenants in Regional’s debt agreements that may restrict its ability to make investments, incur additional indebtedness and refinance indebtedness on favorable terms; | |
| ● | the effect of increasing healthcare regulation and enforcement on Regional’s operators and the dependence of Regional’s operators on reimbursement from governmental and other third-party payors; | |
| ● | the relatively illiquid nature of real estate investments; | |
| ● | the impact of litigation and rising insurance costs on the business of Regional’s operators; | |
| ● | the effect of Regional’s operators declaring bankruptcy, becoming insolvent or failing to pay rent as due; | |
| ● | the ability of any of Regional’s operators in bankruptcy to reject unexpired lease obligations and to impede its ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor’s obligations; | |
| ● | Regional’s ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; and | |
| ● | other risks and factors identified in (i) Regional’s cautionary language included under the headings “Statement Regarding Forward-Looking Statements” and “Risk Factors” in the Regional Annual Report, and other documents subsequently filed by Regional with the SEC and (ii) SunLink’s cautionary language included under the headings “Forward-Looking Statements” and “Risk Factors” in SunLink’s Annual Report on Form 10-K for the year ended June 30, 2024, and other documents subsequently filed by SunLink with the SEC. |
Neither Regional nor SunLink undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Current Report on Form 8-K. In addition, Regional’s and SunLink’s past results of operations do not necessarily indicate either of their anticipated future results, whether the merger is effectuated or not.
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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.
| REGIONAL HEALTH PROPERTIES, INC. | |
| Date: June 23, 2025 | /s/ Brent Morrison |
| Brent Morrison | |
| Chief Executive Officer and President |
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Exhibit 2.1
AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
This AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 22, 2025 (this “Amendment”), is by and between Regional Health Properties, Inc., a Georgia corporation (“Regional”), and SunLink Health Systems, Inc., a Georgia corporation (“SunLink” and, together with Regional, the “Parties” and each, a “Party”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
WHEREAS, Regional and SunLink have entered into that certain Amended and Restated Agreement and Plan of Merger dated April 14, 2025 (the “Merger Agreement”);
WHEREAS, as of the date hereof, the Regional Shareholder Approval and the SunLink Shareholder Approval have not been obtained (the “Outstanding Approvals”) and the Parties have reasonably determined that such Outstanding Approvals will not be obtained by 5:00 p.m., Eastern time, on June 30, 2025 (the “Termination Date”);
WHEREAS, Section 7.1(c) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by Regional or SunLink if the Effective Time shall not have occurred on or before the Termination Date;
WHEREAS, in light of the above referenced Outstanding Approvals, the Parties acknowledge that it is reasonably expected that each Party will have the right to terminate the Merger Agreement pursuant to Section 7.1(c) after 5:00 p.m., Eastern time, on June 30, 2025;
WHEREAS, in light of the above referenced Outstanding Approvals, the board of directors of each of the Parties has determined that it is in such Party’s best interests and the best interests of its shareholders (as applicable) for the Parties to continue to be bound by the Merger Agreement, as well as make a clarifying clean-up change, and each of the Parties desires to amend the Merger Agreement, as set forth in Section 1 below.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and undertakings contained herein, and other good and valuable consideration, and subject to and on the terms and conditions set forth in this Amendment, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
SECTION 1. Waiver and Agreement.
(a) The Parties hereby agree that Section 7.1(c) of the Merger Agreement shall be amended in its entirety to read as follows:
“by either Regional or SunLink at any time prior to the Effective Time if the Effective Time has not occurred by 5:00 p.m., Eastern time, on August 11, 2025 (the “Termination Date”);”
(b) The Parties hereby agree that the phrase “majority of the votes outstanding entitled to vote” in Section 3.4(a) of the Merger Agreement shall be amended to read as follows: “majority of the votes of Regional Common Stock outstanding entitled to vote”.
SECTION 2. General Provisions.
(a) Except as expressly provided herein, nothing in this Amendment shall be deemed to constitute a waiver of compliance by any Party with respect to any other term, provision or condition of the Merger Agreement or shall be deemed or construed to amend, supplement or modify the Merger Agreement or otherwise affect the rights and obligations of any Party thereto, all of which remain in full force and effect.
(b) The following provisions from the Merger Agreement shall be incorporated into, and be effective with respect to, this Amendment as if set forth herein, mutatis mutandis: Section 9.2 (Notices), Section 9.3 (Entire Agreement), Section 9.4 (Amendment), Section 9.7 (Assignment), Section 9.8 (Severability), Section 9.9 (Counterparts), Section 9.11 (Governing Law), Section 9.12 (Remedies), Section 9.13 (Submission to Jurisdiction), Section 9.15 (Waiver of Jury Trial) and Section 9.16 (Extension; Waiver).
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.
| REGIONAL HEALTH PROPERTIES, INC. | ||
| By: | /s/ Brent S. Morrison | |
| Name: | Brent S. Morrison | |
| Title: | Chief Executive Officer and President | |
| SUNLINK HEALTH SYSTEMS, INC. | ||
| By: | /s/ Robert M. Thornton, Jr. | |
| Name: | Robert M. Thornton, Jr. | |
| Title: | Chief Executive Officer and President | |
[Signature Page to Merger Agreement Amendment]