Regional Health Properties Files 8-K

TL;DR

RHP filed an 8-K on Jan 3, 2025, reporting a material agreement and financial exhibits.

AI Summary

On January 3, 2025, Regional Health Properties, Inc. filed an 8-K report. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. The company, formerly known as ADCARE HEALTH SYSTEMS, INC, is based in Atlanta, GA.

Why It Matters

This 8-K filing signals a significant event for Regional Health Properties, Inc., potentially involving new agreements or financial disclosures that could impact investors.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a material definitive agreement and exhibits, without immediate indication of significant financial distress or major strategic shifts.

Key Players & Entities

• REGIONAL HEALTH PROPERTIES, INC (company) — Registrant
• ADCARE HEALTH SYSTEMS, INC (company) — Former Company Name
• January 3, 2025 (date) — Date of earliest event reported
• Atlanta, GA (location) — Company Business Address

FAQ

Key Financial Figures

• $250,000 — d by the Merger Agreement not to exceed $250,000. In addition, upon termination of the M
• $10.00 — the Regional Series D Preferred Stock, $10.00 per share of Regional Series D Preferre
• $20.00 — ffective (x) conversion price less than $20.00 per share of Regional Common Stock or (
• $20 — ational Securities Exchange is at least $20.00, as adjusted pursuant to the Article
• $360,000 — s entitled to an initial base salary of $360,000 (the "Morrison Salary"). Mr. Morrison's
• $25,000 — Base Salary") at the gross rate of: (i) $25,000 per month for each of the first 12 cons
• $20,833 — he Thornton Employment Agreement); (ii) $20,833 per month for each of the second 12 con
• $15,799 — ary of the Commencement Date; and (iii) $15,799 per month for each of the third 12 cons
• $300,000 — ceive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to

Filing Documents

• form8-k.htm (8-K) — 132KB
• ex2-1.htm (EX-2.1) — 1212KB
• ex10-1.htm (EX-10.1) — 112KB
• ex10-2.htm (EX-10.2) — 112KB
• 0001493152-25-001706.txt ( ) — 2055KB
• rhe-20250103.xsd (EX-101.SCH) — 4KB
• rhe-20250103_def.xml (EX-101.DEF) — 29KB
• rhe-20250103_lab.xml (EX-101.LAB) — 36KB
• rhe-20250103_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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): January 3, 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 RHE NYSE American Series A Redeemable Preferred Shares, no par value RHE-PA NYSE American 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 Agreement and Plan of Merger On January 3, 2025, Regional Health Properties, Inc., a Georgia corporation ("Regional"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with SunLink Health Systems, Inc., a Georgia corporation ("SunLink"). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (a) SunLink will be merged with and into Regional (the "Merger"), with Regional surviving the Merger, and (b) at the effective time of the Merger (the "Effective Time"), each five shares of common stock, no par value per share, of SunLink ("SunLink Common Stock") issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive (i) one validly issued, fully paid and nonassessable share of common stock, no par value per share ("Regional Common Stock"), of Regional (the "Regional Common Stock Consideration"), and (ii) subject to adjustment pursuant to the terms and conditions of the Merger Agreement, one validly issued, fully paid and nonassessable share of Regional Series D Preferred Stock (as defined below) (the "Regional Preferred Stock Consideration"). The Merger Agreement provides that, effective as of the Effective Time, each SunLink Equity Award (as defined in the Merger Agreement) that is then outstanding and unexercised shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to represent a SunLink Equity Award with respect to SunLink Common Stock and shall thereafter automatically be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. At the Effective Time, Regional's board of directors shall consist of six directors, of whom (i) two directors shall be designated by Regional, (ii) two directors shall be designated by SunLink, and (iii) two directors, Scott Kellman and C. Christian Winkle, shall be designated by the mutual agreement of Regional and SunLink; provided, however, that up to two additional directors may be placed on the Regional board of directors by the holders of 12.5% Series B Cumulative Redeemable Preferred Shares (the "Regional Series B Preferred Stock") in accordance with the articles of incorporation of Regional as in effect immediately prior to the Effective Time. At the Effective Time, Brent S. Morrison, President and Chief Executive Officer of Regional, will serve as President and Chief Executive Officer of the combined company, and Robert M. Thornton, President and Chief Executive Officer of SunLink, will serve as Executive Vice President – Corporate Strategy of the combined company. Regional's board of directors unanimously (i) determined that the Merger

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View this 8-K filing on SEC EDGAR