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Regional Health Properties (RHEP) reconvenes 2025 shareholder vote after no quorum

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 30, 2025

 

Regional Health Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Georgia   001-33135   81-5166048

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1050 Crown Pointe Parkway

Suite 720

Atlanta, Georgia 30338

(Address of Principal Executive Offices, and Zip Code)

 

(678) 869-5116

(Registrants 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: None.

 

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.

 

 

 

 

 

 

Explanatory Note

 

The Registrant hereby amends its Current Report on Form 8-K previously filed on December 30, 2025 (the “Original Form 8-K”) solely to include a conformed signature that was inadvertently omitted from the signature page. Except as described in this Explanatory Note, this Current Report on Form 8-K/A does not change the Original Form 8-K.

 

1

 

 

Item 8.01. Other Events

 

On December 30, 2025 at 10:00 a.m. Eastern Time, Regional Health Properties, Inc., a Georgia corporation (the “Company”), convened its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At that time, there were not present or represented by proxy a sufficient number of outstanding shares to constitute a quorum. Accordingly, the Company adjourned the Annual Meeting without any business being conducted. The adjourned meeting will 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 with the Securities and Exchange Commission (“SEC”) on December 10, 2025. The close of business on November 14, 2025 will continue to be the record date for the determination of shareholders of the Company entitled to vote at the reconvened Annual Meeting.

 

During the period of the adjournment, the Company will solicit proxies from its shareholders with respect to the proposals set forth in the Company’s proxy statement. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned meeting unless properly revoked.

 

No changes have been made in the proposals to be voted on by shareholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC remain unchanged and can be obtained free of charge at the SEC’s website at www.sec.gov.

 

2

 

 

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 thereunto duly authorized.

 

    REGIONAL HEALTH PROPERTIES, INC.
       
Date: December 31, 2025 By: /s/ Brent Morrison
      Brent Morrison
      Chief Executive Officer and President

 

3

 

FAQ

Why did Regional Health Properties (RHEP) adjourn its 2025 Annual Meeting?

The 2025 Annual Meeting of Shareholders was adjourned on December 30, 2025 because there were not enough outstanding shares present or represented by proxy to constitute a quorum, so no business could be conducted.

When and where will Regional Health Properties reconvene the 2025 Annual Meeting?

The adjourned 2025 Annual Meeting will reconvene on January 5, 2026 at 1:00 a.m. Eastern Time at 1050 Crown Pointe Parkway, Suite 150, Atlanta, Georgia 30338.

What is the record date for voting at the reconvened Regional Health Properties 2025 Annual Meeting?

The record date remains the close of business on November 14, 2025. Shareholders of record on that date are entitled to vote at the reconvened meeting.

Are the proposals for the Regional Health Properties 2025 Annual Meeting changing after the adjournment?

No changes have been made to the proposals to be voted on at the 2025 Annual Meeting. The proposals remain those described in the proxy statement filed on December 10, 2025.

What happens to proxies already submitted for the Regional Health Properties 2025 Annual Meeting?

Proxies previously submitted in respect of the 2025 Annual Meeting will be voted at the reconvened meeting on January 5, 2026, unless they are properly revoked.

Why did Regional Health Properties file an amended report (8-K/A)?

The amended report was filed solely to include a conformed signature that was inadvertently omitted from the original report filed on December 30, 2025. No other changes were made to the original disclosure.

Regional Health

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