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
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Date of report (Date of earliest event reported): February 27, 2026 |
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Regional Health Properties, Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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Georgia |
001-33135 |
81-5166048 |
(State or Other Jurisdiction of |
(Commission |
(I.R.S. Employer |
Incorporation) |
File Number) |
Identification No.) |
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1050 Crown Pointe Parkway |
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Suite 720 |
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Atlanta, Georgia 30338 |
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(Address of Principal Executive Offices, and Zip Code) |
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(678) 869-5116 |
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(Registrant’s telephone number, including area code) |
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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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, no par value |
RHE |
NYSE American |
Series A Redeemable Preferred Shares, no par value |
RHE-PA |
NYSE American |
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. ☐
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Item 1.01 |
Entry into a Material Definitive Agreement. |
On February 27, 2026, Regional Health Properties, Inc. (the “Company”) and Erin Property Holdings, LLC (the “Borrower”) entered into two Forbearance Agreements with effective dates of February 1, 2026 (the “Forbearance Agreements”) with Cadence Bank, N.A. (the “Lender”) relating to certain defaults by the Company and the Borrower under the loan agreements in the principal amount of $5,000,000 due on July 27, 2036 (the “USDA Note”) and the principal amount of $800,000 due on July 27, 2036 (the “SBA Note” and, together with the USDA Note, the “Notes”) that were issued by the Borrower to the Company to reflect payment obligations pursuant to the Security Agreement, dated as of July 27, 2011 (the “Security Agreement”), between the Borrower and the Lender.
Pursuant to the Forbearance Agreements, (a) the Borrower agreed to make payments of $21,047.76 as a one-time forbearance payment and $6,764.21 for the 2026 USDA annual renewal fee toward the SBA Note no later than February 27, 2026, and (b) the Company and the Lender agreed, subject to the terms and conditions set forth in the Forbearance Agreements, to forbear from exercising its rights and remedies on account of the failure by the Company and the Borrower to pay the amounts due under the USDA Note and SBA Note by the expiration of the period (“Forbearance Period”) of February 1, 2027.
During the Forbearance Period, the Company and the Borrower shall make monthly payments of principal and interest in accordance with the terms of the USDA Note and the SBA Note with interest continuing to accrue in accordance with the terms of the Notes which amounts shall remain the obligation of the Company and the Borrower.
The remaining balances of the USDA Note and the SBA Note will be due at the end of the Forbearance Period and include all principal, interest, late charges and statutory attorney's fees.
The description of the Forbearance Agreements set forth herein is qualified in its entirety by reference to the full text of the Forbearance Agreements, copies of which are attached as Exhibit 10.1and Exhibit 10.2 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits |
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Exhibit
Number |
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Description |
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10.1 |
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Forbearance Agreement, dated as of February 1, 2026 by and among the Company, the Borrower and the Lender regarding the USDA Note |
10.2 |
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Forbearance Agreement, dated as of February 1, 2026, by and among the Company, the Borrower and the Lender regarding the SBA Note |
104 |
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
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REGIONAL HEALTH PROPERTIES, INC. |
Date: March 4, 2026 |
/s/ Brent Morrison |
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Brent Morrison |
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Chairman, Chief Executive Officer and President |
