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): February 21, 2023
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, and Zip Code)
(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 (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 Stock, no par value | RHE | NYSE American | ||
10.875% Series A Cumulative Redeemable Preferred Stock, no par value | RHE-PA | 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. ☐
Item 8.01. | Other Events. |
On January 6, 2023, Regional Health Properties, Inc. (the “Company”), announced that it received a letter on January 3, 2023 from NYSE American (the “Exchange”), wherein the Exchange advised that the Company was not in compliance with its continued listing standard set forth in Section 704 of the NYSE American Company Guide as the Company did not hold an annual meeting of shareholders for the fiscal year ended December 31, 2021 (the “2022 Annual Meeting”) by December 31, 2022. Subsequently, the Company held its 2022 Annual Meeting on February 14, 2023.
On February 24, 2023, the Company announced that it had received a letter on February 21, 2023 from the Exchange, wherein the Exchange advised that the Company had regained compliance with its continued listing standard set forth in Section 704 of the NYSE American Company Guide. As a result, effective February 22, 2023, the Below Compliance (“BC”) indicator ceased to be disseminated for the Company. The Company was removed from the list of issuers noncompliant with NYSE American corporate governance listing standards posted on https://www.nyse.com/regulation/noncompliant-issuers and the BC indicator was removed from the profile, data and news pages of the Company’s security.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit Number | Description | |
99.1 | Press Release dated February 24, 2023 | |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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.
REGIONAL HEALTH PROPERTIES, INC. | |||
Date: | February 24, 2023 | /s/ Brent Morrison | |
Brent Morrison | |||
Chief Executive Officer and President |