As
filed with the Securities and Exchange Commission on August 14, 2025
Registration
Statement No. 333-137474
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-8
REGISTRATION STATEMENT NO. 333-137474
UNDER
THE SECURITIES ACT OF 1933
SunLink
Health Systems, Inc.
(Exact
name of registrant as specified in its charter)
Georgia
|
31-0621189
|
(State
or other jurisdiction of |
(I.R.S.
Employer |
| incorporation
or organization) |
Identification
Number) |
900
Circle 75 Parkway
Suite
690
Atlanta,
Georgia 30309
(Address,
including zip code, of registrant’s principal executive offices)
SunLink
Health Systems, Inc.
2005
Equity Incentive Plan
(Full
Title of Plan)
Brent
Morrison
Chief
Executive Officer and President
Regional
Health Properties, Inc., its successor
1050
Crown Pointe Parkway
Suite
720
Atlanta,
Georgia 30338
(678)
869-5116
(Name,
address and telephone number, including area code, of agent for service)
Copies
to:
Sarah
Michelle Hanna
Troutman
Pepper Locke LLP
600
Peachtree Street, NE, Suite 3000
Atlanta,
Georgia 30308
(404)
885-2565
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION
OF UNSOLD SECURITIES
This
Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration Statement on Form S-8 (the
“Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) by SunLink Health Systems,
Inc., a Georgia corporation (the “Registrant”) (note that the share number listed below does not take into account corporate
actions taken in the interim): Registration Statement No. 333-137474 filed with the SEC on September 20, 2006, registering 834,175 shares
of the Registrant’s common stock, no par value per share (the “Common Stock”), issuable pursuant to the SunLink Health
Systems, Inc. 2005 Equity Incentive Plan.
On
August 14, 2025, the Registrant completed the previously announced merger contemplated by the Amended and Restated Agreement and
Plan of Merger, dated as of April 14, 2025 (as amended, the “Merger Agreement”), by and between the Registrant and Regional
Health Properties, Inc., a Georgia corporation (“Regional”). Pursuant to the Merger Agreement, the Registrant merged with
and into Regional, with Regional continuing as the surviving corporation (the “Merger”).
As
a result of the Merger and the other transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings
of Common Stock pursuant to the above-referenced Registration Statement. In accordance with undertakings made by the Registrant in Part
II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered
under the Registration Statement for issuance that remain unsold at the termination of the offering, the Registrant hereby removes and
withdraws from registration any and all such securities registered under the Registration Statement that remain unsold or otherwise unissued,
if any, as of the date hereof, and the Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such
securities, and the Registrant hereby terminates the effectiveness of the Registration Statement.
The
foregoing summary of the Merger Agreement, the Merger and the transactions contemplated thereby does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Merger Agreement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 14, 2025. No other person is required to sign this
Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
| SunLink Health Systems, Inc. |
|
| |
|
| By: |
Regional
Health Properties, Inc., its successor
|
|
| |
|
|
| By: |
/s/
Brent Morrison |
|
| Name: |
Brent Morrison |
|
| Title: |
Chief Executive Officer and President |
|
