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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): December 27, 2018

 

Regional Health Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Georgia

 

001-33135

 

81-5166048

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

454 Satellite Boulevard, NW

Suite 100

Suwanee, Georgia 30024

(Address of Principal Executive Offices)

(678) 869-5116

(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:

 

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

 

 

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year .

On December 28, 2018, Regional Health Properties, Inc. (the “Company”) filed an Articles of Amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Georgia to effect a one-for-twelve reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock, no par value per share (the “Common Stock”). Pursuant to the Amendment, effective as of 11:59 p.m., Atlanta time, on December 31, 2018 (the “Effective Time”), each twelve shares of Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be combined and reclassified into one share of Common Stock. The Amendment also provides that: (i) shareholders will not receive fractional shares in connection with the Reverse Split and, instead, will receive an additional whole share of Common Stock; and (ii) the authorized number of shares, and the par value per share, of the Common Stock shall not be affected by the Reverse Split.

 

The Reverse Split is being implemented for the purpose of complying with the NYSE American continued listing standards regarding low selling price. Additional information about the Reverse Split, including the reasons therefor, can be found in the Company’s Definitive Proxy Statement on Schedule 14A and Supplement thereto, filed with Securities and Exchange Commission on November 9, 2018 and December 21, 2018, respectively (the “Proxy Statement”).

 

Proposal 2 (as described under Item 5.07 of this Current Report on Form 8-K) with respect to the Reverse Split was approved by the Company’s shareholders at the Company’s 2018 Annual Meeting of Shareholders held on December 27, 2018 (the “Annual Meeting”). Following the Annual Meeting, the Company’s Board of Directors authorized the one-for-twelve Reverse Split.

 

The Common Stock will begin trading on a split-adjusted basis when markets open on January 2, 2019. The post-Reverse Split Common Stock will continue to trade on the NYSE American under the symbol “RHE,” although a new CUSIP number (75903M 309) has been assigned to it as a result of the Reverse Split.

 

The foregoing description of the Amendment is a summary of the terms thereof, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


2

 

Item 5.07  Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on December 27, 2018. Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal. Each proposal is further described in the Proxy Statement.

 

 

Proposal 1.

Election of the four director nominees named in the Proxy Statement to serve until the 2019 Annual Meeting of Shareholders.

 

Shareholders elected the following four individuals to the Company’s Board of Directors to serve until the 2019 Annual Meeting of Shareholders and until their successors are elected and qualified, or until their earlier death, resignation or removal.  The voting results were as follows:

 

 

FOR

WITHOLD

BROKER NON-VOTES

Michael J. Fox

3,469,319

1,413,002

10,012,303

Brent Morrison

2,928,974

1,953,347

10,012,303

Kenneth W. Taylor

4,246,378

635,943

10,012,303

David A. Tenwick

3,332,151

1,550,170

10,012,303

 

 

Proposal 2 .

Amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Common Stock at a ratio of between one-for-six and one-for-twelve, as determined by the Company’s Board of Directors in its sole discretion (as described in the Proxy Statement, “Proposal 2”).

 

The shareholders approved Proposal 2. The voting results were as follows:

 

FOR

AGAINST

ABSTAIN

11,944,009

2,816,285

134,330

 

 

Proposal 3 .

Ratification of the Appointment of Cherry Bekaert LLP as the Company’s Independent Registered Public Accounting Firm (as described in the Proxy Statement, “Proposal 3”).

 

The shareholders approved Proposal 3. The voting results were as follows:

 

FOR

AGAINST

ABSTAIN

13,971,603

702,376

220,645

 

 

Proposal 4 .

Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 2 (as described in the Proxy Statement, “Proposal 4”).

 

The shareholders approved Proposal 4. The voting results were as follows:

 

FOR

AGAINST

ABSTAIN

12,823,094

1,971,953

99,577

 

3

 

Item 8.01  Other Information.

On December 28, 2018, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated in this Item 8.01 by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

3.1 Certified Articles of Amendment to Amended and Restated Articles of Incorporation of Regional Health Properties, Inc., effective December 31, 2018.

 

99.1 Press Release dated December 28, 2018 .

4

 

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.

 

Date:

December 28, 2018

 

REGIONAL HEALTH PROPERTIES, INC.

 

 

 

 

 

 

 

/s/ E. Clinton Cain

 

 

 

E. Clinton Cain

 

 

 

Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

 

 

5

Exhibit 3.1

 

Control Number: 17007836 STATE OF GEORGIA Secretary of State Corporations Division 313 West Tower 2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CERTIFICATE OF AMENDMENT I, Robyn A. Crittenden, the Secretary of State and the Corporation Commissioner of the State of Georgia, hereby certify under the seal of my office that REGIONAL HEALTH PROPERTIES, INC. a Domestic Profit Corporations has filed articles/certificate of amendment in the Office of the Secretary of State on 12/31/2018 and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles/certificate of amendment. WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on 12/28/2018. Robyn. A Crittenden Secretary of State

ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

REGIONAL HEALTH PROPERTIES, INC .

In accordance with Section 14-2-1006 of the Georgia Business Corporation Code (the “Code”), REGIONAL HEALTH PROPERTIES, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the Code, DOES HEREBY CERTIFY:

 

1.

The name of the Corporation is Regional Health Properties, Inc.

 

2.

Article II, Section 2.1 of the Corporation’s Amended and Restated Articles of Incorporation is hereby amended by adding the following new paragraph as the second paragraph of such section:

“At 11:59 p.m., Atlanta time, on December 31, 2018 (the (“ Effective Time ”), each twelve (12) shares of Common Stock issued and outstanding, or held by the Corporation as treasury stock, immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and reclassified into one (1) share of Common Stock (the “ Reverse Stock Split ”); provided, however, that no fractional shares shall be issued in connection with the Reverse Stock Split. In lieu of any fractional share of Common Stock to which a shareholder would otherwise be entitled in connection with the Reverse Stock Split, the Corporation shall issue that number of shares of Common Stock resulting from the Reverse Stock Split as rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“ Old Certificates ”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined and reclassified, subject to any adjustments for fractional share interests as described above. The authorized number of shares, and the par value per share, of Common Stock shall not be affected by the Reverse Stock Split.”

 

3.

The foregoing amendment was adopted by the Corporation’s Board of Directors on October 29, 2018 and December 27, 2018.

 

4.

The foregoing amendment was duly approved by the shareholders of the Corporation on December 27, 2018 in accordance with the provisions of Section 14-2-1003 of the Code.

 

5.

These Articles of Amendment shall be effective at 11:59 p.m., Atlanta time, on December 31, 2018.

[ Signature page follows. ]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by the undersigned duly authorized officer, this 27 th day of December, 2018. REGIONAL HEALTH PROPERTIES, INC. By: Name: Brent Morrison Title: Interim Chief Executive Officer 2018 DEC 28 AMIO:34 SECRETARY OF STATE CORPORATIONS DIVISION

 

Exhibit 99.1

 

Regional Health Properties Announces a 1-for-12 Reverse Stock Split of Its Common Stock

ATLANTA, GA, December 28, 2018— Regional Health Properties, Inc. (“Regional”) (NYSE American: RHE) (NYSE American: RHEpA), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, announced today that, at Regional’s 2018 Annual Meeting of Shareholders held on December 27, 2018 (the “Annual Meeting”), Regional’s shareholders approved a proposal to amend Regional’s Articles of Incorporation to effect a reverse stock split of Regional’s common stock at a ratio of between one-for-six and one-for-twelve, as determined by Regional’s Board of Directors in its sole discretion. Following the Annual Meeting, Regional’s Board of Directors formally authorized a one-for-twelve reverse stock split of the common stock which will be effective at 11:59 p.m. on December 31, 2018.

 

The reverse stock split will not reduce the number of shares of common stock currently authorized under Regional’s Articles of Incorporation (which is 55,000,000 shares), although it will reduce the number of shares of common stock outstanding by a factor of twelve.

 

Regional’s common stock will begin trading on a split-adjusted basis when markets open on January 2, 2019. Regional’s common stock will continue to trade on the NYSE American under the symbol “RHE,” although a new CUSIP number (75903M 309) has been assigned to it as a result of the reverse stock split.

 

No fractional shares will be issued in connection with the reverse stock split. Shareholders otherwise entitled to receive fractional share(s) as a result of the reverse stock split will receive an additional whole share of the common stock.  Additional information about the reverse stock split can be found in Regional’s definitive proxy statement on Schedule 14A and supplement thereto, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2018 and December 21, 2018, respectively. These filings are available free of charge at the SEC’s website, www.sec.gov .

 

About Regional Health Properties

Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) is the successor to AdCare Health Systems, Inc., and is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. Regional Health Properties currently owns, leases or manages for third parties 30 facilities.

 

For more information, visit www.regionalhealthproperties.com .

 

 

Important Cautions Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included or incorporated in this press release are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among others, those statements regarding the timing and anticipated impact of the reverse stock split of Regional’s common stock.

 

Regional does not guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on Regional’s forward-looking statements. There are a number of important factors that could cause Regional’s actual results to differ materially from those indicated or implied by its forward-looking statements, including those important factors set forth under the caption “Risk Factors” in Regional’s Annual Report on Form 10-K for the period ended December 31, 2017, and Regional’s subsequent filings with the SEC. Although Regional may elect to do so at some point in the future, Regional does not assume any obligation to update any forward-looking statements and it disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

 

Company Contacts

Investor Relations

E. Clinton Cain

Brett Maas

Interim Chief Financial Officer, Senior Vice President,

and Chief Accounting Officer

Managing Partner

Regional Health Properties, Inc.

Hayden IR

Tel (678) 368-4373

Tel (646) 536-7331

clinton.cain@regionalhealthproperties.com

brett@haydenir.com