Regional Health Properties, Inc. reports a beneficial ownership disclosure by the Radoff Family Foundation and Bradley L. Radoff. As of the close of business on August 15, 2025, Radoff Foundation directly owned 102,725 Shares and Mr. Radoff beneficially owned an aggregate of 277,507 Shares.
The filing states these totals include shares underlying the Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares: 25,681 Shares counted for Radoff Foundation and 22,939 Shares counted for Mr. Radoff. The percentages reported are 2.7% for Radoff Foundation and 7.1% for Mr. Radoff, based on 3,837,639 Shares outstanding as of August 15, 2025.
The filing lists direct ownership of 102,725 Shares by Radoff Family Foundation and an aggregate 277,507 Shares for Bradley L. Radoff as of August 15, 2025. It specifies inclusion of 25,681 and 22,939 shares attributable to the Series D Preferred for the Foundation and Mr. Radoff, respectively.
Holder percentages are shown as 2.7% and 7.1% based on 3,837,639 Shares outstanding cited in the filing. Timing and voting/dispositive powers are stated on the cover pages; any governance implications depend on future transactions or additional disclosures.
The schedule clarifies beneficial ownership calculations and cites source filings for outstanding share count.
The percentage figures derive from a stated outstanding share base of 3,837,639 Shares as of August 15, 2025, which the filing explains was calculated from earlier public filings. The disclosure attaches specific numbers for shares underlying the Series D Preferred, which are included in the reported beneficial ownership totals.
All statements preserve standard disclaimers about beneficial ownership. Further changes to ownership or voting authority would appear in future reports; the current filing documents present holdings and related power allocations as disclosed.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REGIONAL HEALTH PROPERTIES, INC
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
75903M309
(CUSIP Number)
08/14/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
75903M309
1
Names of Reporting Persons
Radoff Family Foundation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
102,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
102,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
102,725.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
75903M309
1
Names of Reporting Persons
Radoff Bradley Louis
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
174,782.00
6
Shared Voting Power
102,725.00
7
Sole Dispositive Power
174,782.00
8
Shared Dispositive Power
102,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
277,507.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
REGIONAL HEALTH PROPERTIES, INC
(b)
Address of issuer's principal executive offices:
1050 CROWN POINTE PARKWAY, SUITE 720, ATLANTA, GEORGIA 30338
Item 2.
(a)
Name of person filing:
This statement is filed by The Radoff Family Foundation, a Texas non-profit corporation ("Radoff Foundation"), and Bradley L. Radoff. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Mr. Radoff serves as a director of Radoff Foundation and may be deemed to beneficially own the Common Stock, no par value, of the Issuer (the "Shares") owned directly by Radoff Foundation.
(b)
Address or principal business office or, if none, residence:
The address of the principal office of each of the Reporting Persons is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098.
(c)
Citizenship:
Radoff Foundation is organized under the laws of the State of Texas and Mr. Radoff is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, no par value
(e)
CUSIP No.:
75903M309
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on August 15, 2025:
(i) Radoff Foundation directly beneficially owned 102,725 Shares, including 25,681 Shares underlying shares of the Issuer's Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares (the "Series D Preferred"); and
(ii) Mr. Radoff directly beneficially owned 174,782 Shares, including 22,939 Shares underlying the Series D Preferred. Mr. Radoff, as a director of Radoff Foundation, may also be deemed the beneficial owner of the 102,725 Shares beneficially owned by Radoff Foundation, which, together with the 174,782 Shares he directly beneficially owns, constitutes an aggregate of 277,507 Shares beneficially owned by Mr. Radoff.
The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)
Percent of class:
The following percentages are based on 3,837,639 Shares believed to be outstanding as of August 15, 2025 (calculated based on the 2,242,239 Shares outstanding as of August 12, 2025 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025, plus the 1,595,400 Shares payable in connection with the Issuer's merger as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2025), plus the Shares underlying the Series D Preferred that may be exercised by the Reporting Persons, as applicable.
As of the close of business on August 15, 2025, (i) Radoff Foundation beneficially owned approximately 2.7% of the outstanding Shares and (ii) Mr. Radoff may be deemed to beneficially own approximately 7.1% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What holdings does Radoff Family Foundation report for RHEP?
The Radoff Family Foundation reports ownership of 102,725 Shares as of August 15, 2025. This total includes 25,681 Shares underlying the Series D Preferred, per the disclosure.
How many RHEP shares does Bradley L. Radoff beneficially own?
Bradley L. Radoff is reported to beneficially own an aggregate of 277,507 Shares as of August 15, 2025. That aggregate includes his direct holdings and shares attributable to the Radoff Family Foundation.
What percentage of RHEP is owned by the Radoff parties?
The filing states the Radoff Family Foundation holds approximately 2.7% and Bradley L. Radoff holds approximately 7.1% of outstanding shares, based on 3,837,639 Shares outstanding as of August 15, 2025.
Does the filing include shares from Series D Preferred for RHEP?
Yes. The disclosure counts shares underlying the Series D Preferred: 25,681 Shares for the Foundation and 22,939 Shares for Mr. Radoff, and these amounts are included in the reported beneficial ownership totals.
What basis is used to calculate the outstanding shares in the RHEP filing?
The filing cites an outstanding share base of 3,837,639 Shares as of August 15, 2025, calculated from prior public filings including a Form 10-Q and an 8-K as referenced in the disclosure.
