EX-99.1 5 ex99-1.htm EX-99.1 Exhibit 99.1 Regional Health Properties, Inc. and SunLink Health Systems, Inc. Complete Merger Atlanta, GA (August 14, 2025) - Regional Health Properties, Inc. (“Regional”) (OTCQB: RHEP) (OTCQB: RHEPA) today announced the completion of the merger of SunLink Health Systems, Inc. (“SunLink”) with and into Regional, with Regional surviving the merger as the surviving corporation, effective August 14, 2025. “This merger marks a transformative step for Regional Health Properties. By integrating SunLink’s pharmacy and healthcare services with our real estate platform, we’re creating a vertically integrated company poised for growth, improved efficiency, and long-term value creation,” said Brent S. Morrison, Chairman and Chief Executive Officer of Regional. At the closing of the merger, each five shares of SunLink common stock were converted into the right to receive (i) 1.1330 shares of Regional common stock and (ii) one share of Regional Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares (“Regional Series D preferred stock”). The total aggregate consideration payable in the merger was approximately 1,595,400 shares of Region…
Open exhibit ↗Current Report · Items 1.01, 2.01, 2.03, 3.03, 5.02, 8.01, 9.01 · 8-K
REGIONAL HEALTH PROPERTIES, INC
RHEPOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 1.01 Entry into a Material Definitive Agreement Amended and Restated Employment Agreement with Brent S. Morrison On the Closing Date, Regional entered into its previously announced Amended and Restated Employment Agreement with Brent S. Morrison (the “Morrison Employment Agreement”), pursuant to which Mr.…
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
RHEPOTC · EQUITY · CurrentRHEPAOTC · PREFERRED · CurrentRHEPBOTC · PREFERRED · CurrentRHEPZOTC · PREFERRED · Current
Historical securities (1)
Recent company filings
- 10-Q filingAug 12, 2026
- SCHEDULE 13G/A filingAug 4, 2026
- 10-Q filingMay 15, 2026
- SCHEDULE 13G/A - filed by Radoff Bradley Louis regarding REGIONAL HEALTH PROPERTIES, INCMay 15, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsApr 30, 2026
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into
a Material Definitive Agreement
Amended
and Restated Employment Agreement with Brent S. Morrison
On
the Closing Date, Regional entered into its previously announced Amended and Restated Employment Agreement with Brent S. Morrison (the
“Morrison Employment Agreement”), pursuant to which Mr. Morrison shall continue to be employed as President and Chief Executive
Officer of Regional effective as of the Closing Date.
Descriptions
of the Morrison Employment Agreement were previously disclosed in Regional’s Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission (the “SEC”) on April 18, 2025 and included in Regional’s joint proxy statement/prospectus filed
with the SEC on June 25, 2025 (as supplemented or amended, the “Joint Proxy Statement/Prospectus”) and are incorporated herein
by reference.
Employment
Agreement with and Inducement Grant to Robert M. Thornton, Jr.
On
the Closing Date, Regional entered into its previously announced Employment Agreement with Robert M. Thornton, Jr. (the “Thornton
Employment Agreement”), pursuant to which, Mr. Thornton shall be employed as Executive Vice President - Corporate Strategy
of Regional effective as of the Closing Date.
Under
the Thornton Employment Agreement, Mr. Thornton was eligible to receive a restricted stock award (the “Restricted Stock Award”)
with respect to 100,000 shares of common stock, no par value per share, of Regional (“Regional common stock”). The Restricted
Stock Award is a material inducement for Mr. Thornton’s employment with Regional and was granted outside of the Regional Health
Properties, Inc. 2023 Omnibus Incentive Compensation Plan. The Restricted Stock Award was granted by the Compensation Committee of the
board of directors of Regional (the “Board”) pursuant to a restricted stock award agreement between Regional and Mr. Thornton
(the “Award Agreement”). Subject to the terms and conditions of the Award Agreement, the restricted stock shall vest in accordance
with the terms of the Award Agreement.
Descriptions
of the Thornton Employment Agreement were previously disclosed 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 descriptions of the Morrison Employment Agreement, the Thornton Employment Agreement and the Award Agreement do not purport
to be complete and are qualified in their entirety by reference to the Morrison Employment Agreement, the Thornton Employment Agreement
and the Award Agreement, which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form
8-K and incorporated herein by reference.
The
information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition
or Disposition of Assets
Effective
as of the Closing Date, Regional completed its previously announced merger with SunLink
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 (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.
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 herein by reference.
The
information set forth in the Explanatory Note and Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
As
a result of the merger, as of the Effective Time, Regional assumed by operation of law all of the prior debts, liabilities, obligations
and duties of SunLink, and such debts, liabilities, obligations and duties may be enforced against Regional to the same extent as if
Regional had itself incurred or contracted all such debts, liabilities, obligations and duties.
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 3.03Item 3.03 - Material Modification to Rights
Item 3.03 Material
Modification to Rights of Security Holders
As
previously disclosed, 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 the Regional Series D preferred
stock.
Pursuant
to the Merger Agreement, at the Effective Time, each five shares of 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 preferred stock.
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, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Board
of Directors
In
accordance with the terms of the Merger Agreement, as of the Effective Time, the Board was increased to a total of seven (7) directors,
including the three incumbent directors of Regional serving immediately prior to the Effective Time (the “Regional Continuing Directors”),
two former directors of SunLink who were serving SunLink immediately prior to the Effective Time (the “SunLink Continuing Directors”),
and two directors who were designated by the mutual agreement of Regional and SunLink (the “Mutually Designated Directors”).
Pursuant to the terms of the Merger Agreement, as of the Effective Time, David Tenwick resigned as a member of the board of directors
of Regional, and from all committees of such board on which he served. Such resignation was not the result, in whole or in part, of any
disagreement with Regional or Regional’s management.
The
three Regional Continuing Directors who continue to serve as members of the Board are Brent S. Morrison, Kenneth W. Taylor and Steven
L. Martin.
The
two SunLink Continuing Directors designated by SunLink pursuant to the Merger Agreement, each of whom was serving as a member of the
board of directors of SunLink immediately prior to the Effective Time, and were appointed as members of the Board effective as of the
Effective Time, are as follows: Dr. Steven J. Baileys and Gene E. Burleson.
The
two Mutually Designated Directors designated by Regional and SunLink pursuant to the Merger Agreement, appointed as members of the Board
effective as of the Effective Time, are as follows: Scott Kellman and C. Christian Winkle.
Pursuant
to the Merger Agreement, effective as of the Effective Time, Mr. Morrison, the Chairman of the Board immediately prior to the Effective
Time, was appointed to continue as Chairman of the Board after the Effective Time.
There
are no family relationships between any director, executive officer, or person nominated or chosen by Regional to become a director or
executive officer. Other than the Merger Agreement or as otherwise disclosed in the Joint Proxy Statement/Prospectus, there are no arrangements
between the Regional Continuing Directors, the SunLink Continuing Directors, and the Mutually Designated Directors (collectively, the
“Directors”), and any other person pursuant to which the Directors were selected as directors. Other than the Merger Agreement
or as otherwise disclosed in the Joint Proxy Statement/Prospectus, the Directors have no direct or indirect material interests in any
transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Non-employee members of the Board
will be compensated for such service as described in the Joint Proxy Statement/Prospectus and in any information that Regional files
with the SEC that updates or supersedes that information. Biographies of the Directors can be found in Joint Proxy Statement/Prospectus,
and such biographies are incorporated herein by reference.
Officer
Appointments
As
of the Effective Time:
Brent S. Morrison,
Chief Executive Officer and President of Regional prior to the Effective Time, continues to serve as Chief Executive Officer and
President of Regional, and is Regional’s principal executive officer;
Robert M. Thornton, Jr.,
SunLink’s Chief Executive Officer and President prior to the Effective Time, was appointed to serve as Executive Vice President
– Corporate Strategy of Regional after the Effective Time; and
Mark J. Stockslager, SunLink’s
Chief Financial Officer prior to the Effective Time, was appointed to serve as Chief Financial Officer of Regional after the Effective
Time, and is Regional’s principal financial officer.
There
are no family relationships between any director, executive officer, or person nominated or chosen by Regional to become a director or
executive officer. Other than the Merger Agreement or as otherwise disclosed in the Joint Proxy Statement/Prospectus, there are no arrangements
between the foregoing officers (collectively, the “Officers”), and any other person pursuant to which the Officers were selected
as officers. Other than the Merger Agreement or as otherwise disclosed in the Joint Proxy Statement/Prospectus, the Officers have no
direct or indirect material interests in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K. The Officers will be compensated for such service as described in the Joint Proxy Statement/Prospectus and in any information
that Regional files with the SEC that updates or supersedes that information. Biographies of the Officers can be found in Joint Proxy
Statement/Prospectus, and such biographies are incorporated herein by reference.
Paul
J. O’Sullivan, Senior Vice President and principal financial officer of Regional prior to the Effective Time, continues to serve
as Senior Vice President of Regional after the Effective Time.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
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 and incorporated herein by reference.