Regional Health SEC Filings

Regional Health Properties, Inc. filed an amended report to add a conformed signature that was accidentally left off an earlier filing and to describe the status of its 2025 Annual Meeting of Shareholders. The company convened the meeting on December 30, 2025, but there were not enough shares present or represented by proxy to reach a quorum, so no business was conducted and the meeting was adjourned.

The meeting is scheduled to reconvene at 1050 Crown Pointe Parkway, Suite 150, Atlanta, Georgia 30338, on January 5, 2026 at 1:00 a.m. Eastern Time to vote on the proposals already described in the proxy statement filed on December 10, 2025. The record date remains the close of business on November 14, 2025, and previously submitted proxies will be voted at the reconvened meeting unless properly revoked.

Regional Health Properties, Inc. reported that its 2025 Annual Meeting of Shareholders, convened on December 30, 2025 at 10:00 a.m. Eastern Time, was adjourned because there were not enough shares present or represented by proxy to constitute a quorum. No business was conducted at that session.

The meeting is scheduled to reconvene at 1050 Crown Pointe Parkway, Suite 150, Atlanta, Georgia 30338, on January 5, 2026 at 1:00 a.m. Eastern Time to vote on the proposals described in the proxy statement filed on December 10, 2025. The close of business on November 14, 2025 remains the record date for determining which shareholders may vote. Proxies already submitted will be voted at the reconvened meeting unless properly revoked, and the proposals and proxy materials remain unchanged.

Regional Health Properties, Inc. CEO, President, and Director Brent Morrison reported open-market purchases of the company’s common stock. On 12/09/2025, he bought 4,099 shares at a price of $1.45 per share, and on 12/11/2025, he bought an additional 1,950 shares at the same price. Following these transactions, he directly owns 209,499 shares of common stock. He also reports indirect beneficial ownership of 2,272 shares held through an IRA, showing both personal and retirement-account exposure to RHEP stock.

Regional Health Properties, Inc. is asking shareholders to vote at its 2025 Annual Meeting on board elections, pay matters and an updated equity plan. Seven directors will be elected, with different voting groups for common stock, 12.5% Series B preferred and Series D preferred holders. Common shareholders are also asked to approve an Amended and Restated 2023 Omnibus Incentive Compensation Plan, which would increase the common shares authorized for awards by 550,000, raising the total plan pool from 225,000 to 775,000 shares, including up to 775,000 incentive stock options. The proxy explains that 149,000 shares have already been issued under the 2023 plan, 117,998 shares are subject to outstanding awards and 76,000 shares remain available. Shareholders will also cast advisory votes on executive compensation, how often to hold Say‑on‑Pay, and on ratifying Cherry Bekaert as independent auditor for 2025.

Regional Health Properties, Inc. insider Brent Morrison, who serves as CEO, President, and Director, reported an open‑market purchase of company stock. On 12/04/2025, he bought 5,403 shares of common stock at a price of $1.41 per share. After this transaction, he beneficially owns 203,450 common shares directly and an additional 2,272 shares indirectly through an IRA, increasing his personal stake in the company.

Regional Health Properties, Inc. reported that its Board of Directors has authorized a stock repurchase plan for up to 500,000 shares of its Series B Preferred Stock. A Special Committee of the Board will oversee the timing, size, and method of these repurchases. Shares may be bought from time to time in the open market, through privately negotiated and block transactions, and under any Rule 10b5-1 trading plan, with purchases conducted in accordance with Rule 10b-18.

The company plans to fund the repurchases using cash on hand. The program does not require Regional Health Properties to buy any specific number of shares and is expected to continue indefinitely until the 500,000-share cap is reached or the Board modifies, suspends, or terminates the program.

Regional Health Properties reported Q3 2025 results reflecting its SunLink merger and expanded operations. Revenue rose to $15,138 from $4,225 a year ago, driven by patient care of $9,831, rental revenue of $1,303, and pharmacy revenue of $4,004. Net income was $3,382 versus a loss of $(982) in Q3 2024, aided by a $5,311 gain on bargain purchase.

Total assets were $72,150 and total liabilities $68,997, with stockholders’ deficit improving to $(1,538). Cash was $994 and accounts receivable $7,715. Net cash from operations for the nine months was $(994), investing provided $5,332 (including $5,975 cash acquired), and financing used $(3,818). Debt, net, was $48,578, and the company was in covenant compliance.

The SunLink merger closed on August 14, 2025, issuing 1,595,400 common shares and 1,408,121 Series D preferred shares. The Coosa and Meadowood facilities were classified as held for sale; the Coosa sale closed on November 6, 2025. The common and Series A preferred now trade on OTCQB as RHEP and RHEPA. Shares outstanding were 3,934,677 as of November 13, 2025.

Regional Health Properties (RHEP) completed the sale of its Coosa Valley Health and Rehab facility for $10.6 million. The buyer is an unaffiliated company. The company expects to record an approximately $3.7 million gain in the quarter ending December 31, 2025.

At closing, Regional repaid approximately $4.9 million of debt and received about $4.7 million in cash, after paying roughly $0.6 million of transaction expenses and depositing $0.4 million into escrow for unresolved tax liabilities tied to the facility. The company anticipates a portion of the escrow will be released back to it. Remaining proceeds will be used for general corporate and other purposes.

Regional Health Properties filed an 8-K/A to update its disclosure following the completion of its previously announced merger with SunLink Health Systems, effective August 14, 2025. The amendment solely supplements Item 9.01.

The company filed unaudited pro forma condensed combined financial information as Exhibit 99.1 for the six months ended June 30, 2025 and for the year ended December 31, 2024. Audited and interim SunLink financial statements were not refiled because substantially the same information was previously included in the company’s Form S-4. No shell company transactions were reported.