Regional Health Properties completes exchange of Series A Preferred for Series B Preferred

REGIONAL HEALTH PROPERTIES, INC

Shareholders approved charter amendments reducing Series A Preferred liquidation preference to $5.00 per share and eliminating all dividends.
Exchange offer expired June 27, 2023; 2,252,272 shares of Series A Preferred (80.1%) tendered and exchanged for 2,252,272 shares of 12.5% Series B Preferred.
Closing occurred June 30, 2023; 559,263 shares of Series A Preferred remain outstanding.
Articles of Amendment filed to temporarily increase authorized shares to 61,000,000 (55M common, 6M preferred).
CEO Brent Morrison stated the transaction reduces capital structure overhang and positions the company to maximize shareholder value.

item 5.03 item 5.07 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

REGIONAL HEALTH PROPERTIES, INC: Filed Articles of Amendment to temporarily increase authorized shares to 61,000,000 and effect Series B Charter Amendments (effective 2023-06-27).

Change: charter amendment
Effective: 2023-06-27

Exact text from the filing

On June 27, 2023, the Company filed Articles of Amendment (the “ Articles of Amendment ”) to its Amended and Restated Articles of Incorporation (as in effect prior to such Articles of Amendment, the “ Charter ”) with the Secretary of State of the State of Georgia to (i) temporarily increase the authorized number of shares of the Company to 61,000,000 shares, consisting of 55,000,000 shares of common stock and 6,000,000 shares of preferred stock, on the terms of the form of proposed amendments to the Charter set forth as Annex B-1-A to the Proxy Statement/Prospectus, and (ii) effect the Series B Charter Amendments (as defined herein).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONAL HEALTH PROPERTIES, INC shareholders approved Adjournment Proposal.

Outcome: passed

Exact text from the filing

The voting results were as follows: For Against Abstentions Broker Non-Votes 446,443,112 15,925,561 19,562,674 —

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONAL HEALTH PROPERTIES, INC shareholders approved Preferred Series A Charter Amendment Proposal.

Proposal: charter amendment
Outcome: passed

Exact text from the filing

The voting results were as follows: For Against Abstentions Broker Non-Votes 1,961,358 125,612 3,826 —

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONAL HEALTH PROPERTIES, INC shareholders approved Series B Preferred Stock Proposal.

Outcome: passed

Exact text from the filing

The voting results were as follows: For Against Abstentions Broker Non-Votes 1,966,213 116,076 8,507 —

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONAL HEALTH PROPERTIES, INC shareholders approved Common Charter Amendment Proposal.

Proposal: charter amendment
Outcome: passed

Exact text from the filing

The voting results were as follows: For Against Abstentions Broker Non-Votes 446,953,737 15,877,935 19,997,675 —

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REGIONAL HEALTH PROPERTIES, INC filing history →

Source: SEC EDGAR

accession 0001493152-23-023227

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