Regional Health Properties, Inc 8-K/A, filed Oct 30, 2025

Regional Health Properties, Inc (RHEP)

8-K/A 2025-10-30 For: 2025-08-14

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Added on April 06, 2026

About this 8-K/A

Regional Health Properties, Inc filed this 8-K/A on October 30, 2025, reporting on events of August 14, 2025.

Items reported

Item 9.01: Financial statements and exhibits

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Georgia	001-33135	81-5166048
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

☐	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))

(a)	Financial statements of businesses acquired.

	Pursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of SunLink as of and for the years ended June 30, 2024 and 2023, including the independent auditor’s report, the unaudited condensed consolidated balance sheet of SunLink as of March 31, 2025 and the unaudited condensed consolidated financial statements as of March 31, 2025 and for the three and nine month periods ended March 31, 2025 and 2024 are not required to be filed again by this Current Report on From 8-K, because substantially the same information was previously filed in the Company’s Registration Statement on Form S-4, as originally filed with the Commission on May 5, 2025 (File No. 333-286975) and as thereafter amended.

(b)	Pro forma financial information

	The unaudited pro forma condensed consolidated combined financial information as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024 is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 9.01(b)

(c)	Shell company transactions. None.

(d)	Exhibits.

	99.1	Unaudited Pro Forma Condensed Combined Consolidated Financial Information as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024
	104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

		REGIONAL HEALTH PROPERTIES, INC.

Date:	October 30, 2025	By:	/s/ Brent Morrison
			Brent Morrison
			Chief Executive Officer and President

	●	On August 14, 2025, SunLink merged with and into Regional, with Regional continuing as the surviving corporation.

	●	Each five shares of SunLink common stock, other than excluded shares, were converted into (i) 1.1330 shares of Regional common stock and (ii) one share of Regional Series D preferred stock, and each SunLink equity award that is then outstanding and unexercised was cancelled and ceased to exist and no consideration was delivered in exchange for the SunLink equity award. At the merger, 1,595,400 Shares of Regional common stock and 1,408,121 Regional Series D preferred stock were issued.

	●	After consummation of the merger agreement transactions, the current stockholders of Regional owned approximately 56.94% of the combined company, and the current stockholders of SunLink owned approximately 43.06% of the combined company, which includes 100,000 shares of Regional common stock issued to Mr. Robert Thornton.

	●	The unaudited pro forma condensed combined balance sheet of the combined company as of June 30, 2025 assumes that the merger had occurred on June 30, 2025.

	●	The unaudited pro forma condensed combined statement of operations of the combined company for the year ended December 31, 2024 and unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024 assumes that the merger had occurred on January 1, 2024, the beginning of the earliest period presented.

	●	The audited consolidated financial statements for the year ended December 31, 2024 included in the Form 10-K filed by Regional with the SEC on March 31, 2025. Unaudited consolidated financial statements for the six months ended June 30, 2025 as included in the Form 10-Q filed by Regional with the SEC on August 14, 2025;

	●	The audited consolidated financial statements and notes of SunLink as of and for the year ended June 30, 2024, are included in the Form 10-K filed by SunLink with the SEC on September 30, 2024. Unaudited consolidated financial statements for the six months ended December 31, 2024 are included in the Form 10-Q filed by SunLink with the SEC on February 12, 2025, respectively; and

	●	The accompanying notes to the unaudited pro forma condensed combined financial information;

	Regional Health Properties, Inc. (Historical)			SunLink Health Systems, Inc. (Historical)			Transaction Accounting Adjustments (Note 3)			Accounting Adjustment (Note 3)			Notes	Pro Forma Combined
Property and equipment, net	$	33,015		$	1,759		$	1,441		$	—		D	$	36,215
Assets held for sale, net		10,372													10,372
Cash		401			7,407			(705	)		—		G		4,355
											(2,748	)	H
Restricted Cash		2,808			—			—			—				2,808
Receivables, net		6,805			2,861			—			—				9,666
Prepaids and other assets		692			1,139			—			—				1,831
Inventory		—			1,419			—			—				1,419
Intangible assets		4,116			1,180			830			—		D		6,126
ROU operating lease assets		1,929			646			—			—				2,575
Total Assets	$	60,138		$	16,411		$	1,566		$	(2,748	)		$	75,367

Debt, net	$	47,945		$	—		$	—		$	—			$	47,945
Accounts Payable		7,082			1,308			734			—		A		9,124
Operating lease obligation		2,220			616			—			—				2,836
Accrued expenses and other liabilities		8,345			1,936			—			—				10,281
Total Liabilities		65,592			3,860			734			—				70,186
Common stock and APIC		63,952			14,268			(14,268	)		—		F		67,111
								3,159					B
Preferred Stock - Series A		426			—			—			—				426
Preferred Stock - Series B		18,602			—			—			(3,026	)	H		15,576
Preferred Stock - Series D		—			—			4,691			—		C		4,691
(Accumulated deficit) Retained Earnings		(88,434	)		(1,717	)		1,717			—		F		(82,623	)
								(734	)				A
								6,267					E
								—			278		H
Total Equity		(5,454	)		12,551			832			(2,748	)	I		5,181
Total liabilities and stockholders’ equity	$	60,138		$	16,411		$	1,566		$	(2,748	)		$	75,367

	Regional Health Properties, Inc. (Historical)			SunLink Health Systems, Inc. (Historical)			Transaction Accounting Adjustments (Note 3)			Accounting Adjustment (Note 3)			Notes	Pro Forma Combined
Revenues:
Patient care revenues	$	11,273		$	—		$	—		$	—			$	11,273
Rental revenues		7,005			—			—			—				7,005
Management fees		—			31,233			—			—				31,233
Other revenues		57			—			—			—				57
Total revenues		18,335			31,233			—			—				49,568
Expenses:
Cost of goods sold		—			17,814			—			—				17,814
Patient care expense		9,442			—			—			—				9,442
Facility rent expense		594			—			—			—				594
Cost of management fees		-			—			—			—				—
Depreciation and amortization		2,062			1,392			—			316		B		3,770
General and administrative expense		5,408			12,800			—			—				18,208
Credit loss expense		668			—			—			—				668
Other operating expenses		—			2,961			734			—		A		3,695
Total expenses		18,174			34,967			734			316				54,191
Income (Loss) from operations		161			(3,734	)		(734	)		(316	)	d		(4,623	)
Other (income) expense:
Interest expense, net		2,710			42			—			—				2,752
Gain on sale of assets		—			(694	)		—			—				(694	)
Gain on bargain purchase		—			—			(6,267	)		—		C		(6,267	)
Other expense (income), net		669			(200	)		—			—				469
Total other expense, net		3,379			(852	)		(6,267	)		—				(3,740	)
Earnings (loss) from continuing operations before income taxes		(3,218	)		(2,882	)		5,533			(316	)			(883	)
Income tax benefit		—			(10	)		—			—				(10	)
Earnings (loss) from continuing operations after income taxes		(3,218	)		(2,872	)		5,533			(316	)			(873	)
Deemed contribution related to
Preferred Series B purchases											278		D		278
Net profit (loss)		(3,218	)		(2,872	)		5,533			(38	)			(595	)
Earnings (loss) from discontinued operations, net of income taxes		—			1,593			—			—				1,593
Net profit (loss) attributable to common stockholders		(3,218	)		(1,279	)		5,533			(38	)			998
Net profit (loss) per share of common stock:
Basic:	$	(1.73	)	$	(0.18	)		—			—			$	0.29
Diluted:	$	(1.73	)	$	(0.18	)		—			—			$	0.29
Weighted average shares of common stock outstanding:
Basic:		1,858			7,041			—			1,595				3,453
Diluted:		1,858			7,041			—			1,595				3,453

	●	Immediately following the merger, former Regional shareholders held 54.08% of the voting rights, and former SunLink shareholders are expected to hold 45.92% of the voting rights, including 100,000 shares of Regional common stock issued to Mr. Robert Thornton.

	●	Regional surpasses SunLink in size as measured by enterprise value.

Regional common stock issued to SunLink shareholders	$	3,159
Regional Series D preferred stock issued to SunLink shareholders		4,691
Fair value of consideration transferred	$	7,850
Property and equipment, net		3,200
Cash		6,702
Receivables, net		2,861
Prepaids and other assets		1,139
Inventory		1,419
Intangible assets		2,010
ROU operating lease assets		646
Estimated fair value of total assets acquired	$	17,977
Accounts Payable		1,308
Operating lease obligation		616
Accrued expenses and other liabilities		1,936
Estimated fair value of total liabilities assumed	$	3,860
Estimated fair value of net assets acquired	$	14,117
Gain on bargain purchase	$	(6,267	)

	Retirement of SunLink Equity⁽¹⁾			Fair Value of Purchase Price Consideration⁽²⁾		Estimated Transaction Costs⁽³⁾			Purchase of Series B Shares⁽⁴⁾			Gain on bargain purchase⁽⁵⁾		Net Adjustment⁽⁶⁾
Common stock and APIC		(14,268	)		3,159								—		(11,109	)
Preferred Series B										(3,026	)				(3,026	)
Preferred Series D		—			4,691								—		4,691
Accumulated deficit		1,717			—		(734	)		278			6,267		7,528
Total stockholders’ equity	$	(12,551	)	$	7,850	$	(734	)		(2,748	)	$	6,267	$	(1,916	)

(1)	To remove the historical equity of SunLink, the accounting acquiree, as a result of the merger.
(2)	To recognize the fair value of the purchase price consideration paid by Regional in the acquisition of SunLink. Refer to Note 1 for the components of the purchase price consideration.
(3)	Estimated transaction costs.
(4)	Effect of repurchase of 366,359 Preferred Series B shares in September 2025.
(5)	Amounts recognized as gain on bargain purchase, see E above.
(6)	Net adjustments to stockholder’s equity.

	For the year ended December 31, 2024		For the six months ended June 30, 2025
Pro Forma net earnings (loss)	$	873	$	(5,007	)
Basic Shares:
Regional historical weighted average shares outstanding		1,858		2,068
New Regional Issued to SunLink holders		1,595		1,595
Basic weighted average shares outstanding		3,453		3,663
Pro forma net earnings (loss) per share, basic and diluted	$	0.29	$	(1.37	)