Current Report · Items 5.03, 5.07, 8.01, 9.01 · 8-K
REGIONAL HEALTH PROPERTIES, INC
RHEPOTCEQUITYCurrent
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Other Events
Item Amendments 5.03 to Articles of Incorporation or Bylaws; Change in Fiscal Year. Articles of Amendment On August 5, 2025, Regional filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Georgia to establish its Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par…
Filed Aug 5, 2025Accepted Aug 5, 2025, 5:13 PM EDTCIK 1004724Accession 0001641172-25-022285
Company context
Regional Health Properties, Inc., headquartered in Atlanta, Georgia, is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care. For more information, visit https://www.regionalhealthproperties.com.
Current securities
Historical securities (1)
Disclosure sections
Items 5.03, 5.07, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item Amendments
5.03 to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Articles
of Amendment
On
August 5, 2025, Regional filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of
Incorporation with the Secretary of State of the State of Georgia to establish its Series D 8% Cumulative Convertible Redeemable Participating
Preferred Shares, no par value per share (the “Series D Preferred Stock”). Shares of Series D Preferred Stock will form part
of the merger consideration to be issued in connection with the closing of the merger.
Descriptions
of the Series D Preferred Stock were previously provided in Regional’s Current Report on Form 8-K filed with the SEC on April 18,
2025 and included in the Joint Proxy Statement/Prospectus and are incorporated herein by reference.
The
foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the
Articles of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item Submission
5.07 of Matters to a Vote of Security Holders.
The
description of the Special Meeting set forth in the Explanatory Note in this Current Report on Form 8-K is incorporated into this Item
5.07 by reference.
Below
is a summary of the proposals that were submitted to the holders of Common Stock for approval at the Special Meeting and a tabulation
of the votes with respect to each proposal.
Regional
Merger Proposal
The
holders of Common Stock approved the proposal to approve the Amended and Restated Agreement and Plan of Merger, dated as of April 14,
2025, as amended, by and between Regional and SunLink and the transactions contemplated thereby, including the merger (the “Regional
Merger Proposal”). The voting results were as follows:
For Against Abstentions Broker Non-Votes
───────────────────────────────────────────────────────────────────────────────────────────────────
1,148,009 278,436 12,802
Regional
Share Issuance Proposal
The
holders of Common Stock approved the proposal to approve the issuance of shares of Common Stock and Series D Preferred Stock in connection
with the merger (the “Regional Share Issuance Proposal” and, together with the Regional Merger Proposal, the “Required
Proposals”). The voting results were as follows:
For Against Abstentions Broker Non-Votes
───────────────────────────────────────────────────────────────────────────────────────────────────
1,131,568 294,793 12,886
2
Regional
Adjournment Proposal
The
holders of Common Stock approved the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were
insufficient votes to approve the Required Proposals. The voting results were as follows:
For Against Abstentions Broker Non-Votes
───────────────────────────────────────────────────────────────────────────────────────────────────
1,126,592 298,327 14,328
However,
because the Regional Merger Proposal and the Regional Share Issuance Proposal were approved, further adjournment of the Special Meeting
was not necessary to continue to solicit additional proxies and, accordingly, the Special Meeting was not further adjourned.
Item 8.01Item 8.01 - Other Events
Item Other
8.01 Events.
On
August 4, 2025, Regional and SunLink issued a joint press release announcing that, at special meetings of their respective shareholders
held on August 4, 2025, Regional shareholders and SunLink shareholders approved the proposals presented at their respective special meetings
of shareholders, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The closing of the merger remains subject to customary closing conditions.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htmEX-99.1
3
ex99-1.htm
EX-99.1
Exhibit
99.1
Regional
Health Properties, Inc. and SunLink Health Systems, Inc. Announce Receipt of Shareholder Approvals for Merger
Atlanta,
GA (August 4, 2025) - Regional Health Properties, Inc. (“Regional”) (OTCQB: RHEP) (OTCQB: RHEPA) and SunLink Health Systems,
Inc. (“SunLink”) (NYSE American: SSY) jointly announced today that, at special meetings of their respective shareholders
each held on August 4, 2025, Regional shareholders and SunLink shareholders approved the merger of SunLink with and into Regional, with
Regional as the surviving corporation pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2025,
as amended, by and between Regional and SunLink. The SunLink shareholders also approved at their special meeting, on a non-binding advisory
basis, the SunLink merger-related compensation proposal. The closing of the proposed merger remains subject to customary closing conditions.
The
Regional shareholders also approved at their special meeting the issuance of shares of Regional common stock, no par value, and Series
D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per …
Open exhibit ↗