8-K/A - RHEP - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(AmendmentNo. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Dateof report (Date of earliest event reported): August 14, 2025

RegionalHealth Properties, Inc.

(ExactName of Registrant as Specified in its Charter)

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

1050Crown Pointe Parkway

Suite720

Atlanta,Georgia 30338

(Addressof Principal Executive Offices, and Zip Code)

(678)869-5116

(Registrant’stelephone number, including area code)

Notapplicable.

(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br>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: None.

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. ☐

Explanatory

Note

Effective August 14, 2025 (the “Closing Date”), Regional Health Properties, Inc., a Georgia corporation (the “Company”), completed its previously announced merger with SunLink Health Systems, Inc., a Georgia corporation (“SunLink”), pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2025, by and between the Company and SunLink (the “Original Merger Agreement”), as amended by that certain Amendment to Amended and Restated Agreement and Plan of Merger, dated as of June 22, 2025, by and between the Company and SunLink (the “Merger Agreement Amendment”) (the Original Merger Agreement, as amended by the Merger Agreement Amendment, the “Merger Agreement”). Pursuant to the Merger Agreement, on the Closing Date, SunLink merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”).

On the Closing Date, the Company filed a Current Report on Form 8-K reporting the completion of the Merger (the “Original Report”). This Amendment No. 1 to the Original Report is being filed with the Securities and Exchange Commission (the “Commission”) solely to amend and supplement Item 9.01 of the Original Report, as described in Item 9.01 below. This Amendment No. 1 makes no other amendments to the Original Report.

Item9.01 Financial Statements and Exhibits.

(a)	Financial<br>statements of businesses acquired.
	Pursuant<br>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,<br>2024 and 2023, including the independent auditor’s report, the unaudited condensed consolidated balance sheet of SunLink as of<br>March 31, 2025 and the unaudited condensed consolidated financial statements as of March 31, 2025 and for the three and nine month periods<br>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<br>was previously filed in the Company’s Registration Statement on Form S-4, as originally filed with the Commission on May 5, 2025<br>(File No. 333-286975) and as thereafter amended.
(b)	Pro<br> forma financial information
	The unaudited pro forma condensed consolidated combined<br> financial information as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024 is filed herewith<br> as Exhibit 99.1 and is incorporated by reference into this Item 9.01(b)
(c)	Shell<br> 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
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104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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 thereunto duly authorized.

		REGIONAL HEALTH PROPERTIES, INC.
Date:	October<br> 30, 2025	By:	/s/ Brent Morrison
			Brent<br> Morrison
			Chief<br> Executive Officer and President

Exhibit99.1

UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information and the accompanying notes (the “pro forma financialinformation”) are presented to illustrate the estimated effects of the August 14, 2025 merger between Regional Health Properties, Inc. (“Regional”) and SunLink Health Systems, Inc. (“SunLink”) pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2025, by and between Regional and SunLink (the “Original MergerAgreement”), as amended by that certain Amendment to Amended and Restated Agreement and Plan of Merger, dated as of June 22, 2025, by and between Regional and SunLink (the “Merger Agreement Amendment”) (the Original Merger Agreement, as amended by the Merger Agreement Amendment, the “merger agreement”). Regional will consolidate SunLink into its financial statements. This reflects the accounting treatment of the merger, where Regional is the acquirer and SunLink is the acquiree.

The following transactions are expected to occur in accordance with the merger agreement:

●	On<br> August 14, 2025, SunLink merged with and into Regional, with Regional continuing as the surviving corporation.
●	Each<br> five shares of SunLink common stock, other than excluded shares, were converted into (i) 1.1330 shares of Regional common stock and<br> (ii) one share of Regional Series D preferred stock, and each SunLink equity award that is then outstanding and unexercised was cancelled<br> and ceased to exist and no consideration was delivered in exchange for the SunLink equity award. At the merger, 1,595,400 Shares<br> of Regional common stock and 1,408,121 Regional Series D preferred stock were issued.
●	After<br> consummation of the merger agreement transactions, the current stockholders of Regional owned approximately 56.94% of the combined<br> company, and the current stockholders of SunLink owned approximately 43.06% of the combined company, which includes 100,000 shares<br> of Regional common stock issued to Mr. Robert Thornton.

●

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 pro forma financial information has been prepared using the following assumptions:

●	The<br> unaudited pro forma condensed combined balance sheet of the combined company as of June 30, 2025 assumes that the merger had occurred<br> on June 30, 2025.
●	The<br> unaudited pro forma condensed combined statement of operations of the combined company for the year ended December 31, 2024 and unaudited<br> pro forma condensed combined statement of operations for the six months ended June 30, 2024 assumes that the merger had occurred<br> on January 1, 2024, the beginning of the earliest period presented.

The pro forma financial information has been compiled using, and should be read in conjunction with the following:

●	The<br> audited consolidated financial statements for the year ended December 31, 2024 included in the Form 10-K filed by Regional with the<br> SEC on March 31, 2025. Unaudited consolidated financial statements for the six months ended June 30, 2025 as included in the Form<br> 10-Q filed by Regional with the SEC on August 14, 2025;
●	The<br> audited consolidated financial statements and notes of SunLink as of and for the year ended June 30, 2024, are included in the Form<br> 10-K filed by SunLink with the SEC on September 30, 2024. Unaudited consolidated financial statements for the six months ended December<br> 31, 2024 are included in the Form 10-Q filed by SunLink with the SEC on February 12, 2025, respectively; and
●	The<br> accompanying notes to the unaudited pro forma condensed combined financial information;

The pro forma financial information is for informational purposes only and is not necessarily indicative of what the actual consolidated results of operations and financial position of the combined company would have been had the merger taken place on the dates indicated, nor are they indicative of future consolidated results of operations or financial position of the combined company. The pro forma financial information is based on the information available to management at the time of preparation and assumptions that management believes are reasonable and supportable.

UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEET

Asof June 30, 2025

(inthousands)

	Regional Health<br> <br>Properties, Inc.<br> <br>(Historical)			SunLink Health<br> <br>Systems, Inc.<br> <br>(Historical)			Transaction<br> <br>Accounting<br> <br>Adjustments<br> <br>(Note 3)			Accounting<br> <br>Adjustment<br> <br>(Note 3)			Notes	Pro Forma<br> <br>Combined
Property<br> and equipment, net	$	33,015		$	1,759		$	1,441		$	—		D	$	36,215
Assets<br> held for sale, net		10,372													10,372
Cash		401			7,407			(705	)		—		G		4,355
											(2,748	)	H
Restricted<br> Cash		2,808			—			—			—				2,808
Receivables,<br> net		6,805			2,861			—			—				9,666
Prepaids<br> and other assets		692			1,139			—			—				1,831
Inventory		—			1,419			—			—				1,419
Intangible<br> assets		4,116			1,180			830			—		D		6,126
ROU<br> operating lease assets		1,929			646			—			—				2,575
Total<br> Assets	$	60,138		$	16,411		$	1,566		$	(2,748	)		$	75,367
Debt,<br> net	$	47,945		$	—		$	—		$	—			$	47,945
Accounts<br> Payable		7,082			1,308			734			—		A		9,124
Operating<br> lease obligation		2,220			616			—			—				2,836
Accrued<br> expenses and other liabilities		8,345			1,936			—			—				10,281
Total<br> Liabilities		65,592			3,860			734			—				70,186
Common<br> stock and APIC		63,952			14,268			(14,268	)		—		F		67,111
								3,159					B
Preferred<br> Stock - Series A		426			—			—			—				426
Preferred<br> Stock - Series B		18,602			—			—			(3,026	)	H		15,576
Preferred<br> Stock - Series D		—			—			4,691			—		C		4,691
(Accumulated<br> deficit) Retained Earnings		(88,434	)		(1,717	)		1,717			—		F		(82,623	)
								(734	)				A
								6,267					E
								—			278		H
Total<br> Equity		(5,454	)		12,551			832			(2,748	)	I		5,181
Total<br> liabilities and stockholders’ equity	$	60,138		$	16,411		$	1,566		$	(2,748	)		$	75,367

Seeaccompanying notes to the unaudited pro forma condensed combined financial statements.

UNAUDITEDPRO FORMA CONDENSED STATEMENT OF OPERATIONS

Forthe Year Ended December 31, 2024

(inthousands)

	Regional<br> Health <br>Properties, Inc. <br>(Historical)			SunLink<br> Health <br>Systems, Inc. <br>(Historical)			Transaction<br> <br>Accounting <br>Adjustments <br>(Note 3)			Accounting<br> <br>Adjustment<br> <br>(Note 3)			Notes	Pro<br> Forma <br>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<br> expenses		18,174			34,967			734			316				54,191
Income<br> (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<br> other expense, net		3,379			(852	)		(6,267	)		—				(3,740	)
Earnings<br> (loss) from continuing operations before income taxes		(3,218	)		(2,882	)		5,533			(316	)			(883	)
Income tax benefit		—			(10	)		—			—				(10	)
Earnings<br> (loss) from continuing operations after income taxes		(3,218	)		(2,872	)		5,533			(316	)			(873	)
Deemed<br> contribution related to
Preferred<br> Series B purchases											278		D		278
Net profit<br> (loss)		(3,218	)		(2,872	)		5,533			(38	)			(595	)
Earnings<br> (loss) from discontinued operations, net of income taxes		—			1,593			—			—				1,593
Net profit<br> (loss) attributable to common stockholders		(3,218	)		(1,279	)		5,533			(38	)			998
Net profit<br> (loss) per share of common stock:
Basic:	$	(1.73	)	$	(0.18	)		—			—			$	0.29
Diluted:	$	(1.73	)	$	(0.18	)		—			—			$	0.29
Weighted<br> average shares of common stock outstanding:
Basic:		1,858			7,041			—			1,595				3,453
Diluted:		1,858			7,041			—			1,595				3,453

Seeaccompanying notes to the unaudited pro forma condensed combined financial statements.

UNAUDITEDPRO FORMA CONDENSED STATEMENT OF OPERATIONS

Forthe Six Months Ended June 30, 2025

(inthousands)

	Regional Health<br> <br>Properties, Inc.<br> <br>(Historical)			SunLink Health<br> <br>Systems, Inc.<br> <br>(Historical)			Transaction<br> <br>Accounting<br> <br>Adjustments<br> <br>(Note 3)		Accounting<br> <br>Adjustment<br> <br>(Note 3)			Notes	Pro Forma<br> <br>Combined
Revenues:
Patient care revenues	$	14,416		$	—		$	—	$	—			$	14,416
Rental revenues		2,831			—			—		—				2,831
Pharmacy revenues		—			15,218			—		—				15,218
Other revenues		—			40			—		—				40
Total revenues		17,247			15,258			—		—				32,505
Expenses:
Cost of goods sold		—			9,002			—		—				9,002
Patient care expense		11,585			—			—		—				11,585
Facility rent expense		356			97			—		—				453
Cost of management fees		—			—			—		—				—
Depreciation and amortization		805			685			—		159		A		1,649
General and administrative expense		4,659			7,223			—		—				11,882
Credit loss expense		470			—			—		—				470
Loss on lease transfer		303												303
Gain on operations transfer		(106	)											(106	)
Other operating expenses		—			—			—		—				—
Total expenses		18,072			17,007			—		159				35,238
Loss from operations		(825	)		(1,749	)		—		(159	)			(2,733	)
Other (income) expense:
Interest expense, net		1,268			(114	)		—		—				1,154
Gain on sale of assets		—			(186	)		—		—				(186	)
Gain on bargain purchase		—			—			—		—				—
Other expense (income), net		618			—			—		—				618
Total other expense, net		1,886			(300	)		—		—				1,586
Loss from continuing<br> operations before income taxes		(2,711	)		(1,449	)		—		(159	)			(4,319	)
Income tax benefit		—			—			—		—				—
Loss from continuing operations<br> after income taxes		(2,711	)		(1,449	)		—		(159	)			(4,319	)
Net loss		(2,711	)		(1,449	)		—		(159	)			(4,319	)
Preferred stock dividend		(603	)											(603	)
Loss from discontinued<br> operations, net of income taxes		—			(85	)		—		—				(85	)
Loss attributable to common<br> stockholders		(3,314	)		(1,534	)		—		(159	)			(5,007	)
Net loss per share of common stock:
Basic:	$	(1.60	)	$	(0.22	)		—		—			$	(1.37	)
Diluted:	$	(1.60	)	$	(0.22	)		—		—			$	(1.37	)
Weighted average shares of common stock outstanding:
Basic:		2,068			7,041			—		1,595				3,663
Diluted:		2,068			7,041			—		1,595				3,663

Seeaccompanying notes to the unaudited pro forma condensed combined financial statements.

NOTESTO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note1 — Basis of Presentation

The pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release 33-10786 “Amendments to Financial disclosures about Acquired and Disposed Businesses” (“Article 11 of RegulationS-X”), and the assumptions set forth herein. The pro forma adjustments include transaction accounting adjustments, which reflect the application of required accounting for the merger and other transactions contemplated by the merger agreement. Article 11 of Regulation S-X permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Regional has elected not to present Management’s Adjustments as the specificity of the timing and nature of such items is still under evaluation as of the date of this joint proxy statement/prospectus.

Accountingfor the Merger

The merger is accounted for as a business combination pursuant to Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), where Regional is determined to be the accounting acquirer of SunLink, based upon an evaluation of the following primary factors:

●	Immediately following the merger, former<br> Regional shareholders held 54.08% of the voting rights, and former SunLink shareholders are expected to hold 45.92% of the voting<br> rights, including 100,000 shares of Regional common stock issued to Mr. Robert Thornton.
●	Regional surpasses SunLink in size as measured<br> by enterprise value.

The assets and liabilities of SunLink on the closing date will be consolidated into Regional at their respective fair values, and the excess or shortfall of the purchase price consideration over the fair value of SunLink’s net assets will be recognized as goodwill or gain on bargain purchase, respectively. Fair value is defined in Accounting Standards Codification Topic 820, Fair Value Measurementsand Disclosures (“ASC 820”) as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

Purchaseprice consideration

The acquirer’s stock price is used to measure the consideration transferred in the acquisition.

The consideration transferred is $7.85 million which is calculated as (a) the product of Regional’s closing bid stock price as of August 14, 2025, on the OTCQB and the amount of Regional common stock expected to be issued plus (b) the product of Regional Series D preferred stock expected to be issued at $3.33. Over-the-market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Purchaseprice allocation

The allocation of the purchase price consideration, including any related tax effects, is preliminary and pending finalization of various estimates, inputs and analyses used in the valuation assessment of the specifically identifiable tangible and intangible assets acquired. This preliminary determination is subject to further assessment and adjustments pending additional information sharing between the parties, more detailed third-party appraisals, and other potential adjustments.

The unaudited pro forma condensed combined financial information reflects a gain on bargain purchase because the estimated fair value of the identifiable net assets acquired exceeds the estimated preliminary purchase price consideration. Since the pro forma financial information has been prepared based on preliminary estimates of consideration and fair values attributable to the business combination, the actual amounts eventually recorded may differ materially from the information presented, which may increase, reduce, or eliminate the gain on bargain purchase.

The preliminary allocation of the purchase price consideration is as follows (in thousands):

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	)

Note2 — Accounting Policies

After consummation of the merger, management is performing a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when confirmed, could have a material impact on the combined financial statements of the combined company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information.

Note3 — Pro Forma Adjustments

Explanations of the adjustments to the unaudited condensed combined pro financial statements are as follows:

UnauditedPro Forma Condensed Combined Balance Sheet as of June 30, 2025

A Represents the accrual of transaction costs directly attributable to the merger that have been incurred or are expected to be incurred by Regional and SunLink.

B Reflects the issuance of shares of Regional common stock to SunLink shareholders.

C Reflects the issuance of shares of Regional Series D preferred stock to SunLink shareholders.

DRepresents the increase in property and equipment, net, and intangible assets to fair value of the acquired SunLink assets at the merger date.

E Represents the gain realized from a bargain purchase in accordance with ASC 805 when the estimated fair value of the identifiable net assets acquired exceeds the estimated preliminary purchase price consideration.

F Cancellation of SunLink equity

G $.10 dividend paid to SunLink shareholders on July 30, 2025.

HPurchase of 366,359 Preferred Series B shares by Regional in September 2025 for $2,748.

I Net adjustment to Stockholder’s Equity

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

UnauditedPro Forma Condensed Combined Statement of Operations as of December 31, 2024

A Represents the accrual of transaction costs directly attributable to the merger that have been incurred or are expected to be incurred by Regional and SunLink.

**B.**Presents the increased depreciation expense and intangible assets amortization expense resulting from the increase in property and equipment, net, and intangible assets to fair value of the acquired SunLink assets at the merger date.

C. Represents the gain realized from a bargain purchase in accordance with ASC 805 when the estimated fair value of the identifiable net assets acquired exceeds the estimated preliminary purchase price consideration.

**D.**Represents the proforma deemed contribution to Accumulated Deficit resulting from the September 2025 purchase of 366,359 Preferred Series B shares by Regional for $2,748.

UnauditedPro Forma Condensed Combined Statement of Operations as of June 30, 2025

**A.**Presents the increased depreciation expense and intangible assets amortization expense resulting from the increase in property and equipment, net, and intangible assets to fair value of the acquired SunLink assets at the merger date.

Note4—Loss per Share

As the unaudited pro forma condensed combined statement of operations assumes that the merger had occurred at January 1, 2024, the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issuable relating to the merger have been outstanding for the entirety of the period presented. As the combined company is in a pro forma net loss position, and all potentially dilutive securities were determined to be anti-dilutive, the combined company’s pro forma diluted net loss per share is the same as its pro forma basic net loss per share.

The table below presents the components of the pro forma earnings per share calculation (in thousands, except per share data):

	For the year<br> <br>ended December 31, 2024		For the six months<br> <br>ended<br> <br>June 30, 2025
Pro Forma net<br> 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<br> and diluted	$	0.29	$	(1.37	)