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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
Date
of report (Date of earliest event reported): August 14, 2025
SunLink
Health Systems, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Georgia |
|
001-12607 |
|
31-0621189 |
| (State
or Other Jurisdiction of |
|
(Commission |
|
(I.R.S.
Employer |
| Incorporation) |
|
File
Number) |
|
Identification
No.) |
900
Circle 75 Parkway
Suite
690
Atlanta,
Georgia 30339
(Address
of Principal Executive Offices, and Zip Code)
(770)
933-7000
(Registrant’s
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Shares without par value |
|
SSY |
|
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. ☐
Explanatory
Note
Effective
August 14, 2025 (the “Closing Date”), SunLink Health Systems, Inc., a Georgia corporation (“SunLink”),
completed its previously announced merger with Regional Health Properties, Inc., a Georgia corporation (“Regional”), pursuant
to that certain Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2025, by and between SunLink and Regional (the
“Original Merger Agreement”), as amended by that certain Amendment to Amended and Restated Agreement and Plan of Merger,
dated as of June 22, 2025, by and between SunLink and Regional (the “Merger Agreement Amendment”) (the Original Merger Agreement,
as amended by the Merger Agreement Amendment, the “Merger Agreement”).
Pursuant
to the Merger Agreement, on the Closing Date, SunLink merged with and into Regional, with Regional continuing as the surviving corporation
(the “merger”).
| Item 2.01 |
Completion of Acquisition or
Disposition of Assets |
Effective
as of the Closing Date, SunLink completed its previously announced merger with Regional
pursuant to the Merger Agreement. Pursuant to the Merger Agreement, on the Closing Date, SunLink merged with and into Regional, with
Regional continuing as the surviving corporation.
Pursuant
to the Merger Agreement, at the effective time of the merger on the Closing Date (the “Effective Time”), each five shares
of common stock, no par value per share, of SunLink (“SunLink common stock”) issued and outstanding immediately prior to
the Effective Time (other than excluded shares (as defined in the Merger Agreement)) were converted into the right to receive: (i) 1.1330
validly issued, fully paid and nonassessable shares of Regional common stock; and (ii) one validly issued, fully paid and nonassessable
share of Regional Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per share (“Regional
Series D preferred stock”). Holders of SunLink common stock will receive cash (without interest) in lieu of fractional shares of
Regional common stock or Regional Series D preferred stock in accordance with the terms of the Merger Agreement. The total aggregate
consideration payable in the merger was approximately 1,595,400 shares of Regional common stock and approximately 1,408,120 shares of
Regional Series D preferred stock. Descriptions of the Regional common stock and the Regional Series
D preferred stock were previously included in the Joint Proxy Statement/Prospectus filed by SunLink with the Securities and Exchange
Commission (the “SEC”) on June 25, 2025, and are incorporated into this Item 2.01 by reference.
The
foregoing descriptions of the merger and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference
to the Original Merger Agreement and the Merger Agreement Amendment, copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively,
to this Current Report on Form 8-K and incorporated into this Item 2.01 by reference.
The
information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.01 |
Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
SunLink
notified the NYSE American LLC (“NYSE American”) that the merger would be effective at 5:00 p.m., Eastern Time, on
August 14, 2025. It is anticipated that, on or about August 15, 2025, the NYSE American will file with the SEC a Notification
of Removal from Listing and/or Registration Under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), on Form 25 to remove the SunLink common stock from listing on the NYSE American and withdraw the registration of the SunLink
common stock under Section 12(b) of the Exchange Act.
Following
the effectiveness of such Form 25, SunLink (or Regional, as its successor by merger) intends to file with the SEC certifications on Form
15 under the Exchange Act requesting that the shares of SunLink common stock be deregistered and that SunLink’s reporting obligations
under Sections 13 and 15(d) of the Exchange Act be suspended.
The
information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.03 |
Material Modification to Rights
of Security Holders |
At
the Effective Time, shareholders of SunLink ceased to have any rights as shareholders of SunLink other than the right to receive the
merger consideration in accordance with the Merger Agreement.
The
information set forth in the Explanatory Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated
herein by reference.
| Item 5.01 |
Changes in Control of Registrant |
At
the Effective Time, SunLink merged with and into Regional and, accordingly, a change in control of SunLink occurred.
The
information set forth in the Explanatory Note, Item 2.01, Item 3.01 and Item 3.03 of this Current Report on Form 8-K is incorporated
herein by reference.
| Item 5.02 |
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Pursuant
to the terms of the Merger Agreement, as of the Effective Time:
| |
(i) |
Robert M. Thornton, Jr., Dr. Steven
J. Baileys, Gene E. Burleson, C. Michael Ford and Mark J. Stockslager resigned as members of the board of directors of SunLink, and
from all committees of such board on which they served. Such resignations were not the result, in whole or in part, of any disagreement
with SunLink or SunLink’s management; |
| |
|
|
| |
(ii) |
(a) Robert M. Thornton, Jr., resigned as the President
and Chief Executive Officer of Sunlink; (b) Mark J. Stockslager resigned as the Chief Financial Officer and Principal Accounting
Officer of SunLink; and (c) Sheila Brockman resigned as Vice President of SunLink and Chief Executive Officer of Southern Health
Corporation of Houston, Inc.; and |
| |
|
|
| |
(iii) |
Robert M. Thornton, Jr.: (a) waived and released any
and all rights under that certain Amended and Restated Employment Agreement, dated July 1, 2005, by and among SunLink, SunLink Healthcare,
LLC and Mr. Thornton (the “Employment Agreement”), including, but not limited to (x) the right to receive salary, benefits,
bonuses, or other compensation from SunLink or SunLink Healthcare, LLC, (y) any and all severance and change of control benefits,
whether arising prior to, after, in connection with or as a result of the merger, and (z) any right to bring a claim for breach of
the Employment Agreement; and (b) agreed that the Employment Agreement shall be deemed terminated and of no further effect with respect
to any rights to compensation, severance or change in control benefits. |
The
information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
August 14, 2025, Regional issued a press release announcing the completion of the merger, a copy of which is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 2.1* |
|
Amended and Restated Agreement and Plan of Merger, by and between Regional Health Properties, Inc. and SunLink Health Systems, Inc., dated as of April 14, 2025 (incorporated by reference to Exhibit 2.1 to SunLink’s Current Report on Form 8-K filed with the SEC on April 18, 2025). |
| |
|
|
| 2.2 |
|
Amendment to Amended and Restated Agreement and Plan of Merger, dated as of June 22, 2025, by and between Regional Health Properties, Inc. and SunLink Health Systems, Inc. (incorporated by reference to Exhibit 2.1 to SunLink’s Current Report on Form 8-K filed with the SEC on June 23, 2025). |
| |
|
|
| 99.1 |
|
Press
Release, dated August 14, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
*
Certain schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. SunLink agrees to furnish supplementally a copy of any omitted
schedule to the SEC upon request; provided, however, that SunLink may request confidential treatment pursuant to Rule 24b-2 of the Exchange
Act for any schedules or exhibits so furnished.
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.
| |
SUNLINK
HEALTH SYSTEMS, INC. |
| |
|
| |
By:
Regional Health Properties, Inc., its successor |
| |
|
| Date:
August 14, 2025 |
/s/
Brent Morrison |
| |
Brent Morrison |
| |
Chief Executive Officer and President |
