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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 6, 2025

 

Regional Health Properties, Inc.

(Exact Name 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.)

 

1050 Crown Pointe Parkway

Suite 720

Atlanta, Georgia 30338

(Address of Principal Executive Offices, and Zip Code)

 

(678) 869-5116

(Registrant’s telephone number, including area code)

 

Not applicable.

(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, no par value   RHEP(1)   N/A(1)
Series A Redeemable Preferred Shares, no par value   RHEPA(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 8.01

Other Events

 

The purpose of this Current Report on Form 8-K is to amend and supplement the joint proxy statement/prospectus dated June 25, 2025 (the “joint proxy statement/prospectus) filed by Regional Health Properties, Inc., a Georgia corporation (“Regional”), with the U.S. Securities and Exchange Commission (the “SEC”), and included in the definitive proxy statement filed by SunLink Health Systems, Inc., a Georgia corporation (“SunLink”), with the SEC on June 25, 2025, relating to the Amended and Restated Agreement and Plan of Merger, dated April 14, 2025 (as amended, the “Merger Agreement”), by and between Regional and SunLink. The joint proxy statement/prospectus was first mailed to common stock shareholders of Regional and common stock shareholders of SunLink on or about June 30, 2025.

 

This supplemental information should be read in conjunction with the joint proxy statement/prospectus, which should be read in its entirety. The information contained herein is incorporated by reference into the joint proxy statement/prospectus. Defined terms used but not defined herein have the meanings set forth in the joint proxy statement/prospectus.

 

Unsolicited Proposals

 

As previously disclosed, on April 14, 2025, Regional and SunLink entered into the Merger Agreement, pursuant to which SunLink will merge with and into Regional (the “Merger”), with Regional surviving the Merger as the surviving corporation.

 

Following up on prior unsolicited expressions of interest from a third party (“Party A”) for a proposed transaction, on May 6, 2025, Regional received an unsolicited acquisition proposal (the “First Unsolicited Proposal”) from Party A to purchase Regional’s assets. Under the terms of the First Unsolicited Proposal, Regional would sell all of its assets to Party A in exchange for (i) Party A assuming the principal balance of certain mortgage loans of Regional insured by the U.S. Department of Housing and Urban Development (“HUD Loans”) elected to be assumed by Party A; (ii) an amount equal to the principal balance of all outstanding mortgage indebtedness of Regional which is not assumed by Party A in an amount not to exceed $51 million less the principal balance of HUD Loans assumed; and (iii) an amount equal to $4.00 per share for Regional’s outstanding common stock, no par value per share (“common stock”). Pursuant to the terms of the Merger Agreement, Regional promptly notified SunLink of the First Unsolicited Proposal. On June 20, 2025, Regional’s Chief Executive Officer discussed the First Unsolicited Proposal with Party A.

 

At a meeting of Regional’s board of directors (the “Regional Board”) held on June 20, 2025, the Regional Board, in consultation with its outside legal counsel, carefully reviewed the First Unsolicited Proposal and determined that it did not represent a Superior Regional Proposal (as defined in the Merger Agreement). The director serving on the Regional Board who was designated by the holders of Regional’s 12.5% Series B Cumulative Redeemable Preferred Shares (the “Series B Director”) abstained from the determination as to the First Unsolicited Proposal. Given the following deficiencies in the First Unsolicited Proposal, Regional did not seek counsel from its financial advisor with respect to the First Unsolicited Proposal. The Regional Board considered that the First Unsolicited Proposal was structured as an asset purchase transaction, and the Regional Board concluded that Regional could not comply with the terms of such offer given its contractual obligations to the existing operators of its properties. In any event, the Regional Board concluded that the net proceeds from such a transaction would not provide sufficient value to Regional’s shareholders. Furthermore, in light of the foregoing considerations with respect to the First Unsolicited Proposal and the status of the Merger at that time, including but not limited to the fact that each of Regional and SunLink had completed due diligence, executed the Merger Agreement and prepared the Registration Statement, the Regional Board concluded that there was a higher level of deal certainty with the Merger.

 

Following up on prior unsolicited expressions of interest from a third party (“Party B”) for a proposed transaction, on June 23, 2025, Regional received an unsolicited acquisition proposal (the “Second Unsolicited Proposal” and, together with the First Unsolicited Proposal, the “Unsolicited Proposals”) from Party B to enter a tender offer to Regional’s shareholders to purchase up to one hundred percent of Regional’s common stock at a price of $4.25 per share. Pursuant to the terms of the Merger Agreement, Regional promptly notified SunLink of the Second Unsolicited Proposal. On June 23, 2025 and June 24, 2025, Regional’s Chief Executive Officer discussed the Second Unsolicited Proposal with Party B.

 

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At a meeting of the Regional Board held on July 10, 2025, the Regional Board, in consultation with its outside legal counsel, carefully reviewed the Second Unsolicited Proposal and determined that it did not represent a Superior Regional Proposal. The Series B Director abstained from the determination as to the Second Unsolicited Proposal. Given the following deficiencies in the Second Unsolicited Proposal, Regional did not seek counsel from its financial advisor with respect to the Second Unsolicited Proposal. The Regional Board considered that the Second Unsolicited Proposal only included a purchase price and did not otherwise include information customarily included in a transaction proposal, such as information or evidence as to Party B’s access to financing to close the transaction. The Regional Board concluded that the Second Unsolicited Proposal was insufficiently complete to constitute a credible offer and further concluded that, in light of the foregoing considerations with respect to the Second Unsolicited Proposal and the status of the Merger at that time, including but not limited to the fact that each of Regional and SunLink had completed due diligence, executed the Merger Agreement and prepared the Registration Statement, there was a higher level of deal certainty with the Merger.

 

The Regional Board continues to recommend to its common stock shareholders the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, and the approval of the issuance of shares of Regional common stock and Regional Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per share, for the reasons set forth in the section titled “Regional’s Reasons for the Merger; Recommendation of the Regional Board of Directors” set forth in Amendment No. 3 to Form S-4 filed by Regional on June 23, 2025. Regional and the Regional Board remain fully committed to completing the Merger on the terms set forth in the Merger Agreement.

 

Litigation Proceedings

 

On July 11, 2025, a putative class action lawsuit alleging violations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), was filed in the United States District Court, Northern District of Georgia, against Regional, its Chief Executive Officer and certain current directors of the Regional Board (the “Shareholder Lawsuit”). Additionally, on July 11, 2025, an emergency motion for preliminary injunction was filed in connection with disclosures and shareholder voting leading up to the Merger.

 

Regional believes that the claims asserted in the Shareholder Lawsuit are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Shareholder Lawsuit delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Regional is supplementing the joint proxy statement/prospectus as described in this Current Report on Form 8-K. Regional and the other named defendants deny that they have violated any laws. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Regional and the other named defendants specifically deny all allegations in the Shareholder Lawsuit that any additional disclosure was or is required.

 

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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 filed a Registration Statement on Form S-4 (File No. 333-286975) (the “Registration Statement”) with the SEC that includes the joint proxy statement/prospectus for Regional and SunLink, which was sent to common stock shareholders of Regional and common stock shareholders of SunLink on or about June 30, 2025.

 

INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER, 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.

 

You are able to obtain a copy of the joint proxy statement/prospectus, 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. 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 Exchange Act. 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; statements regarding the Unsolicited Proposals; and statements regarding the Shareholder Lawsuit.

 

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 timeframe;
     
  ● 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;

 

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  ● the costs and effects of litigation and the possible unexpected or adverse outcomes of such litigation;
     
  ● the ability of Regional and SunLink to meet the initial or 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: July 18, 2025 /s/ Brent Morrison
  Brent Morrison
  Chief Executive Officer and President

 

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