Regional Health Properties Files 8-K with Major Corporate Actions

TL;DR

RHEP filed an 8-K detailing asset deals, new debt, and executive changes.

AI Summary

On August 14, 2025, Regional Health Properties, Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also reported the creation of a direct financial obligation and modifications to security holder rights. Additionally, there were changes in officers and compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate events, including asset transactions and financial obligations, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and changes in corporate structure, which carry inherent risks.

Key Players & Entities

• REGIONAL HEALTH PROPERTIES, INC (company) — Filer
• ADCARE HEALTH SYSTEMS, INC (company) — Former Company Name

FAQ

Filing Documents

• form8-k.htm (8-K) — 77KB
• ex10-1.htm (EX-10.1) — 68KB
• ex10-2.htm (EX-10.2) — 208KB
• ex10-3.htm (EX-10.3) — 58KB
• ex99-1.htm (EX-99.1) — 37KB
• ex99-1_001.jpg (GRAPHIC) — 8KB
• 0001641172-25-024187.txt ( ) — 747KB
• rhep-20250814.xsd (EX-101.SCH) — 4KB
• rhep-20250814_def.xml (EX-101.DEF) — 26KB
• rhep-20250814_lab.xml (EX-101.LAB) — 36KB
• rhep-20250814_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement Amended and Restated Employment Agreement with Brent S. Morrison On the Closing Date, Regional entered into its previously announced Amended and Restated Employment Agreement with Brent S. Morrison (the "Morrison Employment Agreement"), pursuant to which Mr. Morrison shall continue to be employed as President and Chief Executive Officer of Regional effective as of the Closing Date. Descriptions of the Morrison Employment Agreement were previously disclosed in Regional's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on April 18, 2025 and included in Regional's joint proxy statement/prospectus filed with the SEC on June 25, 2025 (as supplemented or amended, the "Joint Proxy Statement/Prospectus") and are incorporated herein by reference. Employment Agreement with and Inducement Grant to Robert M. Thornton, Jr. On the Closing Date, Regional entered into its previously announced Employment Agreement with Robert M. Thornton, Jr. (the "Thornton Employment Agreement"), pursuant to which, Mr. Thornton shall be employed as Executive Vice President—Corporate Strategy of Regional effective as of the Closing Date. Under the Thornton Employment Agreement, Mr. Thornton was eligible to receive a restricted stock award (the "Restricted Stock Award") with respect to 100,000 shares of common stock, no par value per share, of Regional ("Regional common stock"). The Restricted Stock Award is a material inducement for Mr. Thornton's employment with Regional and was granted outside of the Regional Health Properties, Inc. 2023 Omnibus Incentive Compensation Plan. The Restricted Stock Award was granted by the Compensation Committee of the board of directors of Regional (the "Board") pursuant to a restricted stock award agreement between Regional and Mr. Thornton (the "Award Agreement"). Subject to the terms and conditions of the Award Agreement, the restricted stock shall vest

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Item 2.01 Completion of Acquisition or Disposition of Assets Effective as of the Closing Date, Regional completed its previously announced merger with SunLink pursuant to the Merger Agreement. Pursuant to the Merger Agreement, on the Closing Date, SunLink merged with and into Regional, with Regional continuing as the surviving corporation. Pursuant to the Merger Agreement, 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)) were converted into the right to receive (i) 1.1330 validly issued, fully paid and nonassessable shares of Regional common stock, and (ii) one validly issued, fully paid and nonassessable share of Regional Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per share ("Regional Series D preferred stock"). Holders of SunLink common stock will receive cash (without interest) in lieu of fractional shares of Regional common stock or Regional Series D preferred stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the merger was approximately 1,595,400 shares of Regional common stock and approximately 1,408,120 shares of Regional Series D preferred stock. The foregoing descriptions of the merger and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the Original Merger Agreement and the Merger Agreement Amendment, copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The information set forth in the Explanatory Note and Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant As a result of the merger, as of the Effective Time, Regional assumed by operation of law all of the prior debts, liabilities, obligations and duties of SunLink, and such debts, liabilities, obligations and duties may be enforced against Regional to the same extent as if Regional had itself incurred or contracted all such debts, liabilities, obligations and duties. The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

03

Item 3.03 Material Modification to Rights of Security Holders As previously disclosed, on August 5, 2025, Regional filed Articles of Amendment (the "Articles of Amendment") to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Georgia to establish the Regional Series D preferred stock. Pursuant to the Merger Agreement, at the Effective Time, each five shares of SunLink common stock issued and outstanding immediately prior to the Effective Time (other than excluded shares (as defined in the Merger Agreement)) were converted into the right to receive (i) 1.1330 validly issued, fully paid and nonassessable shares of Regional common stock, and (ii) one validly issued, fully paid and nonassessable share of Regional Series D preferred stock. The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Board of Directors In accordance with the terms of the Merger Agreement, as of the Effective Time, the Board was increased to a total of seven (7) directors, including the three incumbent directors of Regional serving immediately prior to the Effective Time (the "Regional Continuing Directors"), two former directors of SunLink who were serving SunLink immediately prior to the Effective Time (the "SunLink Continuing Directors"), and two directors who were designated by the mutual agreement of Regional and SunLink (the "Mutually Designated Directors"). Pursuant to the terms of the Merger Agreement, as of the Effective Time, David Tenwick resigned as a member of the board of directors of Regional, and from all committees of such board on which he served. Such resignation was not the result, in whole or in part, of any disagreement with Regional or Regional's management. The three Regional Continuing Directors who continue to serve as members of the Board are Brent S. Morrison, Kenneth W. Taylor and Steven L. Martin. The two SunLink Continuing Directors designated by SunLink pursuant to the Merger Agreement, each of whom was serving as a member of the board of directors of SunLink immediately prior to the Effective Time, and were appointed as members of the Board effective as of the Effective Time, are as follows: Dr. Steven J. Baileys and Gene E. Burleson. The two Mutually Designated Directors designated by Regional and SunLink pursuant to the Merger Agreement, appointed as members of the Board effective as of the Effective Time, are as follows: Scott Kellman and C. Christian Winkle. Pursuant to the Merger Agreement, effective as of the Effective Time, Mr. Morrison, the Chairman of the Board immediately prior to the Effective Time, was appointed to continue as Chairman of the Board after the Effective T

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Item 8.01 Other Events On August 14, 2025, Regional issued a press release announcing the completion of the merger, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.

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Item 9.01 Financial (a)

Financial statements of business acquired

Financial statements of business acquired The financial information required by this Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed. (b) Pro forma financial information The pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed. (d) Exhibits Exhibit No. Description 2.1* Amended and Restated Agreement and Plan of Merger, by and between Regional Health Properties, Inc. and SunLink Health Systems, Inc., dated as of April 14, 2025 (incorporated by reference to Exhibit 2.1 to Regional's Current Report on Form 8-K filed with the SEC on April 18, 2025) 2.2 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. (incorporated by reference to Exhibit 2.1 to Regional's Current Report on Form 8-K filed with the SEC on June 23, 2025) 3.1 Articles of Amendment to Amended and Restated Articles of Incorporation of Regional Health Properties, Inc., effective August 5, 2025 (incorporated by reference to Exhibit 3.1 to Regional's Current Report on Form 8-K filed with the SEC on August 5, 2025). 10.1 Amended and Restated Employment Agreement, dated as of August 14, 2025, by and between Regional Health Properties, Inc. and Brent S. Morrison. 10.2 Employment Agreement, dated as of August 14, 2025, by and between Regional Health Properties, Inc. and Robert M. Thornton, Jr. 10.3 Award Agreement, dated as of August 14, 2025, by and between Regional Health Properties, Inc. and Robert M. Thornton, Jr. 99.1 Press Release, dated August 14, 2025. 104 Cover Page Interactive Data File (embedded

SIGNATURES

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. Dated: August 14, 2025 /s/ Brent Morrison Brent Morrison Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR