[8-K] Regional Health Properties, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K (Item 8.01) filed 24 Jul 2025 by Regional Health Properties (RHE) merely announces the public posting of an investor presentation and a shareholder letter (Exhibits 99.1 & 99.2). Both documents relate to the pending all-stock merger with SunLink Health Systems; the joint proxy statement/prospectus (Form S-4, File No. 333-286975) was mailed on 30 Jun 2025 and a Schedule TO for a tender offer was filed on 18 Jul 2025.

Context & risks: The company reminds investors that its common and Series A preferred shares were delisted from NYSE American on 11 Jun 2025 and now trade on the OTCQB (tickers RHEP, RHEPA). No financial results or guidance are provided. Extensive forward-looking language restates integration, regulatory, liquidity and leverage risks that could derail or diminish anticipated merger synergies. Apart from furnishing additional disclosure materials, the filing makes no new commitments, and it expressly disclaims constituting an offer to sell securities.

Positive

• Merger process progressing: Joint proxy statement mailed 30 Jun 2025 and Schedule TO filed 18 Jul 2025 indicate the transaction is moving through required steps.
• Enhanced disclosure: Investor presentation and letter made publicly available, improving transparency ahead of shareholder vote.

Negative

• Delisting reminder: Common and preferred shares were removed from NYSE American and now trade on OTCQB, signaling reduced liquidity and visibility.
• No financial data: Filing lacks earnings, revenue or guidance updates, limiting insight into current performance.
• Extensive risk factors: Integration, regulatory approval, leverage and operator-dependence risks could impede merger benefits.

Insights

Financial Analyst

TL;DR Neutral 8-K: only furnishes merger materials; no new financials or terms disclosed; modest informational value.

The filing signals procedural progress—presentation, letter, mailed proxy, Schedule TO—as Regional advances toward merging with SunLink. However, it offers no incremental data on valuation, pricing, or updated timelines, nor does it address operating performance. The delisting reminder underscores liquidity and governance concerns. Overall impact on valuation is muted until investors see the underlying exhibits.

M&A Specialist

TL;DR Informational step in deal process; integration and regulatory risks reiterated; impact limited.

Posting shareholder materials is a routine milestone that keeps the SEC record current. The merger still requires shareholder and regulatory approvals. Enumerated risks—synergy capture, debt load, payer exposure—could weigh on eventual combined-company economics. Without updated deal economics or closing certainty, today’s disclosure is not a catalyst.

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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): July 24, 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

On July 24, 2025, Regional Health Properties, Inc. (“Regional”) released a presentation and a letter to investors. Copies of the presentation and letter are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Investor Presentation
99.2		Investor Letter
104		Cover page in Inline XBRL format

* * *

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 Health Systems, Inc., a Georgia corporation (“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 SEC that includes a 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.

IN ADDITION, INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO FILED WITH THE SEC ON JULY 18, 2025 REGARDING A PROPOSED TENDER OFFER, 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.

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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; and statements regarding Regional’s business plan and growth strategies.

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;
	●	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;

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	●	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 24, 2025	/s/ Brent Morrison
	Brent Morrison
	Chief Executive Officer and President

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FAQ

What did Regional Health Properties (RHE) announce on 24 July 2025?

The company filed an 8-K stating it released an investor presentation and shareholder letter related to its pending merger with SunLink.

Are there new financial results in this 8-K filing?

No. No earnings, revenue or cash-flow figures were provided.

What is the current trading venue for RHE shares?

After a Form 25 filing on 11 Jun 2025, RHE’s common and Series A preferred shares now trade on the OTCQB under tickers RHEP and RHEPA.

Where can investors find details of the proposed merger with SunLink?

The Form S-4 joint proxy statement/prospectus (File No. 333-286975) is available free at SEC.gov and both companies’ investor relations sites.

What risks did the company highlight regarding the merger?

Risks include integration challenges, unrealized synergies, regulatory approvals, high leverage, reimbursement pressures and operator performance.