Charles Frischer discloses 9.8% stake in Regional Health Properties (RHE)

Charles Frischer reports beneficial ownership of 138,300 Series D preferred shares of Regional Health Properties, Inc., equal to 9.8% of the class based on 1,408,120 outstanding shares as reported by the issuer.

Accepted by SEC EDGAR 08/19/2025 - 12:03 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Charles Frischer reports beneficial ownership of 138,300 Series D preferred shares of Regional Health Properties, Inc., equal to 9.8% of the class based on 1,408,120 outstanding shares as reported by the issuer. Most of these preferred shares were received through the conversion of 169,544 SunLink common shares in connection with a merger; an additional 18,499 shares were purchased in the market at $4.14 per share. Total consideration included $76,585.86 in cash plus the SunLink shares. Mr. Frischer states his investment objective is profit and may engage with management or seek board representation or other actions depending on circumstances.

Positive

• Significant stake disclosed: Ownership of 138,300 shares representing 9.8% of the Series D class.
• Low incremental cash cost reported: Total cash paid reported as $76,585.86, with remainder delivered via conversion of 169,544 SunLink common shares.
• Majority of position from merger conversion: All but 18,499 shares were issued in connection with the merger, indicating ownership arose from a corporate transaction rather than only open-market accumulation.

Negative

• Potential governance pressure: Reporting person states they may seek board representation or management changes, which can introduce uncertainty for current management.
• Market purchase limited: Only 18,499 shares were bought in the market, suggesting most exposure stems from prior holdings converted in a merger rather than newly acquired open-market capital.

Insights

Financial Analyst

Major minority stake disclosed; transaction mix includes stock-conversion from a merger.

Holding 9.8% of a preferred class is large enough to attract attention from investors and management but is below control thresholds. The position was largely created through a merger conversion rather than a straight cash purchase, limiting immediate cash outlay to about $76.6k plus prior equity in SunLink. The filing signals a profit-seeking intent with openness to engagement, which could lead to governance discussions but does not by itself indicate imminent activist campaigns.

Corporate Governance Expert

Investor may pursue engagement or board access; filing is a standard preliminary disclosure.

The Schedule 13D explicitly preserves rights to communicate with the board and other shareholders and contemplates seeking board representation or management changes. That language is typical for investors who want flexibility, and it notifies the market of potential governance initiatives. No contracts or arrangements with other parties are disclosed, so any coordinated action is not indicated in this filing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Series D shares of Regional Health Properties (RHE) does Charles Frischer own?

138,300 Series D preferred shares.

What percentage of the Series D class does Mr. Frischer's position represent?

9.8% of the outstanding Series D preferred shares based on 1,408,120 total shares reported.

What did Mr. Frischer pay to acquire these shares?

Consideration consisted of $76,585.86 in cash plus 169,544 SunLink common shares converted into the preferred shares.

Were any of the preferred shares bought in the open market?

Yes, 18,499 shares were purchased in a market transaction at $4.14 per share.

Does the filing indicate any agreements with other investors or parties?

No. The filing states there are no contracts, arrangements, understandings or relationships with respect to the issuer's securities, except as disclosed in the Schedule 13D.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

REGIONAL HEALTH PROPERTIES, INC.

(Name of Issuer)

Series D 8% Cumulative Redeemable Participating Preferred Stock

(Title of Class of Securities)

75903M861

(CUSIP Number)

Charles L. Frischer
3156 East Laurelhurst Drive, NE,
Seattle, WA, 98105
917-528-1465

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/14/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 75903M861

1

Name of reporting person

Charles Frischer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 138,300.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 138,300.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

138,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series D 8% Cumulative Redeemable Participating Preferred Stock
(b)	Name of Issuer: REGIONAL HEALTH PROPERTIES, INC.
(c)	Address of Issuer's Principal Executive Offices: 1050 CROWN POINTE PARKWAY, SUITE 720, ATLANTA, GEORGIA , 30338.
Item 1 Comment: This Schedule 13D relates to shares of Series D 8% Cumulative Redeemable Participating Preferred Stock, no par value (the "Shares") of Regional Health Properties, Inc., a Georgia corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia 30338.
Item 2.	Identity and Background
(a)	This statement is being filed by Charles Frischer, an individual.
(b)	The principal business address of each of the filers is 3156 East Laurelhurst Drive, NE, Seattle, WA 98105.
(c)	The principal business of Charles Frischer is private investing.
(d)	During the past five years, the Reporting Person has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(e)	During the past five years, the Reporting Person has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	Mr. Frischer is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The total consideration required to acquire the Shares acquired by Mr. Frischer was (i) $76,585.86 in cash and (ii) 169,544 shares of common stock of SunLink Health Systems, Inc. ("SunLink") which were converted into Shares as part of the merger of SunLink with and into the Issuer (the "Merger").
Item 4.	Purpose of Transaction
	Mr. Frischer acquired the Shares reported herein with a view to making a profit on his or its investment. Mr. Frischer intends to review his investment in the Issuer on a continuing basis and may engage in discussions with management, the Issuer's board of directors, other shareholders of the Issuer and other relevant parties concerning the Issuer's business, operations, governance, management, strategy and future plans. Depending on various factors including, without limitation, the Issuer's financial position, future actions taken by the Issuer's board of directors, price levels of the Shares, other available investment opportunities, conditions in the securities market and general economic and industry conditions, Mr. Frischer may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking representation on the Issuer's board of directors, changes in management of the Issuer and potential strategic transactions by the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Schedule 13D, Mr. Frischer owns 138,300 Shares representing approximately 9.8% of the outstanding Shares. The percentages set forth above and on the cover page hereto represent percentages of the outstanding Shares based on a total of 1,408,120 Shares outstanding at August 14, 2025 as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2025. Mr. Frischer has sole voting power and sole investment power with respect to 138,300 Shares.
(b)	As of the date of this Schedule 13D, Mr. Frischer owns 138,300 Shares representing approximately 9.8% of theoutstanding Shares. The percentages set forth above and on the cover page hereto represent percentages of theoutstanding Shares based on a total of 1,408,120 Shares outstanding at August 14, 2025 as reported in the Issuer'sCurrent Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2025. Mr. Frischer has sole voting power and sole investment power with respect to 138,300 Shares.
(c)	All but 18,499 of the Shares were issued by the Issuer in connection with the Merger. 18,499 Shares were purchased in a market transaction on August 15, 2025 for a purchase price of $4.14 per share.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as otherwise provided in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among any of the Reporting Persons and between the Reporting Persons and any persons with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	None

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Charles Frischer

Signature:	/s/ Charles Frischer
Name/Title:	Charles Frischer
Date:	08/18/2025