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Watch for the breakout today $3.47
RHE $3.51 Buying here again 1.7 mill o/s
As of August 23, 2022 the registrant had 1,768,720 shares of common stock, no par value, outstanding.
New exchange offer. New record date.
None of this is cheap.
Shareholders who did not support the last plan are forcing the REIT to burn more of their own cash on a deal that makes everyone happy.
Where do we go from here? Is there a plan B in the works for a more acceptable exchange offer?
Common shareholders made a mistake by not approving the Common Charter Amendment Proposal.
Regional Health Properties, Inc. Announces Special Meeting Results and Termination of Exchange Offer (7/25/22)
ATLANTA--(BUSINESS WIRE)--Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) (“RHE” or the “Company”), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, convened its special meeting (the “Special Meeting”) of the holders of its 10.875% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Stock”) and holders of its common stock, no par value (the “Common Stock”), on July 25, 2022.
The Preferred Series A Charter Amendment Proposal, the Series B Preferred Stock Proposal and the Adjournment Proposal (each as defined and described in the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission on February 28, 2022 (as it may be supplemented or amended from time to time, the “Proxy Statement/Prospectus”)) were approved by the requisite votes of the applicable shareholders of the Company. The Common Charter Amendment Proposal (as defined and described in the Proxy Statement/Prospectus) was not approved by the requisite vote of the holders of Common Stock. The Preferred Series A Charter Amendment Proposal, the Series B Preferred Stock Proposal and the Common Charter Amendment Proposal were not implemented as a result of the failure to obtain the requisite shareholder approval for the Common Charter Amendment Proposal. Therefore, the Company’s Amended and Restated Articles of Incorporation will not be amended to reflect the Series A Charter Amendments or the Series B Charter Amendments (each as defined and described in the Proxy Statement/Prospectus).
As previously announced, the Company commenced an offer to exchange (the “Exchange Offer”) any and all of its outstanding Series A Preferred Stock for newly issued shares of the Company’s 12.5% Series B Cumulative Redeemable Preferred Shares. The Exchange Offer was set to expire at 5:00 p.m., New York City time, on July 25, 2022 (such time and date, the “Expiration Date”). Prior to the Expiration Date, the Company elected to terminate the Exchange Offer, as a result of the failure to obtain the requisite shareholder approval for the Common Charter Amendment Proposal, which was a condition to the closing of the Exchange Offer that could not be waived. No shares of Series A Preferred Stock tendered in the Exchange Offer will be accepted for exchange, and the shares of Series A Preferred Stock previously tendered in the Exchange Offer will be promptly returned to the tendering holders. No consideration will be paid or become payable to holders who have properly tendered their shares of Series A Preferred Stock in the Exchange Offer. No shares of Series B Preferred Stock will be created, designated or issued. In addition, the shares of Series A Preferred Stock will remain outstanding, with no change to the terms and provisions of the Series A Preferred Stock.
About Regional Health Properties
Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) 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, and operation of such real estate when required.
The Company currently owns, leases, manages for third parties, and operates, 24 facilities. The Company: (i) leased 10 skilled nursing facilities (“SNFs”) (which the Company owns); (ii) subleased eight SNFs (which the Company leases) to third-party tenants; (iii) operated one SNF, as of January 1, 2021, previously subleased (which the Company leases); (iv) leased two assisted living facilities (which the Company owns) to third-party tenants; and (v) managed, on behalf of third-party owners, two SNFs and one independent living facility.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
https://www.businesswire.com/news/home/20220725005736/en/
Watch it about to breakout anyday ..
$2.26 bidding here
$2.45 You buying ?
Yup & now 500% cheaper lol bottom looks in
1.8 mill o/s /-/ 1.7 mill float this gonna move quick soon
Rhe $2.30 im a buyer ! 1.8 mill o/s pretty tight id say
"Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2022, Regional Health Properties, Inc., a Georgia corporation (the “Company” or “RHE”), convened its special meeting (the “Special Meeting”) of the holders of its 10.875% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Stock”) and the holders of its common stock, no par value (the “Common Stock”). The Special Meeting was called to consider the proposals set forth in the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022 (as it may be supplemented or amended from time to time, the “Proxy Statement/Prospectus”) in connection with the Company’s offer to exchange (the “Exchange Offer”) any and all outstanding shares of the Series A Preferred Stock for newly issued shares of the Company’s 12.5% Series B Cumulative Redeemable Preferred Shares.
Below is a summary of the proposal that was submitted to the holders of Series A Preferred Stock and the holders of Common Stock for approval at the Special Meeting and a tabulation of the votes with respect to such proposal.
Adjournment Proposal
The holders of Series A Preferred Stock and the holders of Common Stock, voting together as a single class, approved the adjournment of the Special Meeting for the purpose of soliciting additional votes for the approval of the Required Proposals (as defined in the Proxy Statement/Prospectus) (the “Adjournment Proposal”). The Special Meeting will be adjourned to, and reconvene at, Sonesta Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth, Georgia, on Tuesday, May 31, 2022 at 10:00 a.m., Eastern Time. The voting results were as follows:
For 2,469,341
Against 210,750
Abstentions 31,938
Broker Non-Votes --
Item 7.01Regulation FD Disclosure.
On May 3, 2022, the Company issued a press release announcing the convening and adjournment of the Special Meeting, the information for the reconvened Special Meeting and the extension of the Exchange Offer, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent expressly set forth by specific reference in any such filings.
Item 8.01Other Events.
Special Meeting
On May 2, 2022, the Company convened the Special Meeting. The Company announced, during the Special Meeting and prior to adjournment of the Special Meeting, that the Special Meeting will be reconvened on Tuesday, May 31, 2022 at 10:00 a.m., Eastern Time, at Sonesta Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth, Georgia. The record date for determination of the holders of Series A Preferred Stock and the holders of Common Stock entitled to notice of, and to vote at, the reconvened Special Meeting remains the close of business on February 24, 2022. The Company adjourned the Special Meeting pursuant to the Adjournment Proposal.
Any proxies previously submitted by the holders of Series A Preferred Stock and the holders of Common Stock with respect to the Special Meeting convened and adjourned on May 2, 2022 will continue to be counted. Such holders need not submit a new proxy in order for their votes to be counted. The holders of Series A Preferred Stock and the holders of Common Stock may revoke their proxies as set forth in the Proxy Statement/Prospectus.
Exchange Offer
On May 3, 2022, the Company announced that it is extending the expiration date for the Exchange Offer from 5:00 p.m., New York City time, on May 2, 2022 to 5:00 p.m., New York City time, on May 31, 2022 to allow additional time for the holders of Series A Preferred Stock to tender their shares of Series A Preferred Stock in the Exchange Offer."
https://ih.advfn.com/stock-market/AMEX/regional-health-properties-RHE/stock-news/87995264/filing-of-certain-prospectuses-and-communications
Regional Health Properties, Inc. issued the following notice via email and postal mail to certain holders of its 10.875% Series A Cumulative Redeemable Preferred Shares in order to encourage them to vote in its reconvened Special Meeting of Shareholders on May 2, 2022 (4/06/22)
https://www.sec.gov/Archives/edgar/data/1004724/000156459022013695/rhe-425.htm
Regional Health Properties, Inc. issued the following notice via email and postal mail to certain holders of its common stock in order to encourage them to vote in its reconvened Special Meeting of Shareholders on May 2, 2022 (4/06/22)
https://www.sec.gov/Archives/edgar/data/0001004724/000156459022013693/rhe-425.htm
The number of shares exchanged will most likely improve as the next deadline approaches.
Thanks to the extension, I plan to average down should the opportunity arise.
That’s about as good as it can get for preferred holders that exchanged. Just enough to pass while also minimizing the number of B shares. Now let’s hope they can muster enough common votes.
1,945,379 RHE-A shares or 69.2 percent have been tendered.
Regional Health Properties, Inc. Announces Convening and Adjournment of Special Meeting, Information for Reconvened Special Meeting and Extension of Exchange Offer (3/29/22)
ATLANTA--(BUSINESS WIRE)--Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) (“RHE” or the “Company”), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, convened its special meeting (the “Special Meeting”) of the holders of its 10.875% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Stock”) and holders of its common stock, no par value (the “Common Stock”), on March 28, 2022. At the Special Meeting, the holders of Series A Preferred Stock and the holders of Common Stock, voting together as a single class, approved the adjournment of the Special Meeting for the purpose of soliciting additional votes for the approval of the Required Proposals (as defined in the Proxy Statement/Prospectus (as defined herein), and the Special Meeting was adjourned.
The Special Meeting will be reconvened on Monday, May 2, 2022 at 10:00 a.m., Eastern Time, at Sonesta Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth, Georgia. The record date for determination of the holders of Series A Preferred Stock and the holders of Common Stock entitled to notice of, and to vote at, the reconvened Special Meeting remains the close of business on February 24, 2022.
Any proxies previously submitted by the holders of Series A Preferred Stock and the holders of Common Stock with respect to the Special Meeting convened and adjourned on March 28, 2022 will continue to be counted. Such holders need not submit a new proxy for their votes to be counted. The holders of Series A Preferred Stock and the holders of Common Stock may revoke their proxies as set forth in the Proxy Statement/Prospectus.
As previously announced, the Company commenced an offer to exchange (the “Exchange Offer”) any and all of its outstanding Series A Preferred Stock for newly issued shares of the Company’s 12.5% Series B Cumulative Redeemable Preferred Shares. The Company is extending the expiration date for the Exchange Offer from 11:59 p.m., New York City time, on March 28, 2022 to 5:00 p.m., New York City time, on May 2, 2022 to allow additional time for the holders of Series A Preferred Stock to tender their shares of Series A Preferred Stock in the Exchange Offer. As of 11:59 p.m., New York City time, on March 28, 2022, 1,945,379 shares of Series A Preferred Stock had been properly tendered (and not validly withdrawn) in the Exchange Offer.
Morrow Sodali LLC is acting as the Information Agent in connection with the Exchange Offer and as the Proxy Solicitor in connection with the Special Meeting, and Continental Stock Transfer & Trust Company, our transfer agent, is acting as the Exchange Agent in connection with the Exchange Offer.
The complete terms and conditions of the Exchange Offer are set forth in the Proxy Statement/Prospectus (as it may be supplemented and amended from time to time, the “Proxy Statement/Prospectus”) and the related Letter of Transmittal (the “Letter of Transmittal”) that are filed with the U.S. Securities and Exchange Commission (the “SEC”) under cover of Schedule TO/13E-3 and were sent to holders of the existing Series A Preferred Stock and Common Stock, as applicable. The Proxy Statement/Prospectus and the notice of the Special Meeting were mailed to holders of record of Series A Preferred Stock and holders of record of Common Stock as of the close of business on February 24, 2022 beginning on or about February 28, 2022. You may obtain free copies of the Proxy Statement/Prospectus, the related Letter of Transmittal and all other documents containing important information about RHE and the Exchange Offer through the SEC’s website at www.sec.gov or by contacting the Information Agent and Proxy Solicitor, Morrow Sodali LLC, at (203) 658-9400 for banks and brokers (collect) and (800) 662-5200 for all other callers (toll free). You will not be charged for any of these documents that you request.
About Regional Health Properties
Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) 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, and operation of such real estate when required.
The Company currently owns, leases, manages for third parties, and operates, 24 facilities. The Company: (i) leased 10 skilled nursing facilities (“SNFs”) (which the Company owns); (ii) subleased eight SNFs (which the Company leases) to third-party tenants; (iii) operated one SNF, as of January 1, 2021, previously subleased (which the Company leases); (iv) leased two assisted living facilities (which the Company owns) to third-party tenants; and (v) managed, on behalf of third-party owners, two SNFs and one independent living facility.
https://www.businesswire.com/news/home/20220328005882/en/
It is critical for holders of Series A Preferred Stock and holders of Common Stock to approve the amendments to the Company’s Amended and Restated Articles of Incorporation and related matters outlined in the proxy statement.
Holders of Series A need to do one of two things: tender or sell.
If you do nothing, Series A will have a $5 liquidation value but never produce any dividend income (aka a “busted” preferred stock).
12.5% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES
(q) “Dividend Periods” shall mean quarterly dividend periods commencing on January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period; provided, however, that the initial Dividend Period shall commence on and include April 1, 2026 and shall end on and include the day preceding the first day of the next succeeding Dividend Period. For the avoidance of doubt, no dividends shall be paid or accrue prior to the initial Divided Period.
(bb) “Liquidation Preference” shall mean, with respect to the Series B Preferred Shares, (i) from and including the Issue Date to, but excluding, the date that is 18 months after the Issue Date, $10.00 per Series B Preferred Share, (ii) from and including the date that is 18 months after the Issue Date to, but excluding, the date that is 24 months after the Issue Date, $11.00 per Series B Preferred Share, (iii) from and including the date that is 24 months after the Issue Date to, but excluding, the date that is 36 months after the Issue Date, $12.50 per Series B Preferred Share, (iv) from and including the date that is 36 months after the Issue Date to, but excluding, the date that is 48 months after the Issue Date, $14.50 per Series B Preferred Share and (v) from and including the date that is 48 months after the Issue Date, $25.00 per Series B Preferred Share, plus, in the case of this clause (v) only, an amount in cash equal to all accumulated accrued and unpaid dividends thereon (whether or not earned or declared) to, but excluding, the Call Date or the date of final distribution to such holders, as applicable, without interest; provided, however, that the Liquidation Preference for the Final Series B Preferred Shares shall be $5.00 per Final Series B Preferred Share
10.3 Dividends.
(a) Beginning on April 1, 2026, holders of issued and outstanding Series B Preferred Shares shall be entitled to receive, when, as and if approved by the Board of Directors out of funds of the Corporation legally available for the payment of distributions and declared by the corporation, cumulative preferential dividends at a rate per annum equal to the Dividend Rate of the Liquidation Preference of the Series B Preferred Shares in effect on the first calendar day of the applicable Dividend Period (subject to paragraph (b) of Section 10.3). Dividends shall be paid in cash. Dividends shall accrue and accumulate on each issued and outstanding share of the Series B Preferred Shares on a daily basis from April 1, 2026, and shall be payable quarterly in equal amounts in arrears on the last calendar day of each Dividend Period (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a Business Day, then the dividend that would otherwise have been payable on such Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Any dividend payable on the Series B Preferred Shares for any partial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the tenth day preceding the applicable Dividend Payment Date, or such other date designated by the Board of Directors or an officer of the Corporation duly authorized by the Board of Directors for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each such date, a “Dividend Record Date”).
(b) In the event that there are more than 200,000 Series B Preferred Shares outstanding on the first calendar day of a Dividend Period and 200,000 or fewer Series B Preferred Shares outstanding on the last calendar day of such Dividend Period, the dividends for such Dividend Period shall be calculated as the sum of (i) (A) the number of days during the Dividend Period during which there are more than 200,000 Series B Preferred Shares outstanding divided by 90 multiplied by (B) the quarterly Dividend Rate multiplied by (C) the Liquidation Preference per Series B Preferred Share on the first calendar day of such Dividend Period and (ii) (A) the number of days during the Dividend Period during which there are 200,000 or fewer Series B Preferred Shares outstanding divided by 90 multiplied by (B) the quarterly Dividend Rate multiplied by (C) $5.00 per Series B Preferred Share.
https://www.cstproxy.com/regionalhealthproperties/2022/proxy/images/Regional_Health_Properties-SMProxy2022.pdf
AN EXCHANGE OFFER for REGIONAL HEALTH PROPERTIES, INC. has been made by REGIONAL HEALTH PROPERTIES, INC..
RHE.PRA for RHE.PRB
https://reorgdocumentlibrary.broadridge.com/Client/Client?data=0322/E28627/75903M200/c
8-k not good, termination of $37,000 a month lease by the State
https://ih.advfn.com/stock-market/AMEX/regional-health-properties-RHE/stock-news/86859187/current-report-filing-8-k
Someone bought 2 shares at the ask premarket as a bull trap, trying to create a gap from which to short the market all day and then buying back in before the close and aftermarket with the profits from shorting, genius if you have the funds to control the market like that.
Hoping for 52.00 a share because these insider options would want to be exercised at least at a 10% gain:
“ 4)
The information set forth in this table regarding Michael J. Fox is based on a Schedule 13 D/A filed with the SEC on April 4, 2017 and other information known to the Company. Includes: (i) 15,493 shares of common stock held directly by Mr. Fox; (ii) 62,500 shares of common stock held by affiliates of Mr. Fox; (iii) options to purchase 1,806 shares of common stock held directly by Mr. Fox at an exercise price of $48.72 per share; and (iv) options to purchase 4,323 of common stock held directly by Mr. Fox at an exercise price of $46.80 per share. See “Board of Directors – Arrangements With Directors Regarding Election.”
(5)
Includes: (i) 27,985 shares of common stock held by Mr. Tenwick; and (ii) options to purchase 2,315 shares of common stock at an exercise price of $48.72 per share.
(6)
Includes: (i) 38,879 shares of common stock held by Mr. Morrison; and (ii) options to purchase 4,323 shares of common stock held by Mr. Morrison at an exercise price of $46.80 per share.”
https://www.otcmarkets.com/filing/html?id=15296017&guid=sftwkp_imkfpUZh
The appreciation of the stock to a much higher level is in the interest of all stakeholders, hence the lack of dilution and low float until that occurs very soon, all imo.
Share Structure
Market Cap Market Cap
12,500,620
11/11/2021
Authorized Shares
Not Available
Outstanding Shares
1,726,605
07/31/2021
Restricted
Not Available
Unrestricted
Not Available
Held at DTC
Not Available
Float
Not Available
Par Value
No Par Value
6 month chart consolidation about to end, just as the SMAs cross, perfect storm as health care companies look for properties during flu season etc and as the pandemic winds down RHE’s clients are now and increasingly better capitalized and staffing issues will continue to decline, RHE is situated therefore for the next move up in SP, with this low float the new levels should be consistently between 30 and 50 a share, management can confidently wait for those share price levels for any recapitalization since revenues will increase in Q4 and Q1 (health cyclical), all imo
The two relevant “timelines” are the 100 SMA and 200 SMA which are about to converge (see the one month and longer term charts), the 1955 and 1885 timelines converged on November 12 and 13,1955, when Doc was struck by lightning, the convergence of the 100 and 200 SMA will likely occur on Friday November 12, 2021, RHE converted to numbers is 1885, and doctors (Doc brown) work at regional’s healthcare properties. The all time high closing price is 19.49 (19.55 - .06 ) exactly 6 months and 6 days from the SMA’s pending convergence. All imo.
R 18
H 8
E 5
Doc traveled to 1885 on November 12, 1955
Today’s action closed all gaps, higher now, way higher imo to ATH SP
1.21 gigawatts !
Michael J. Fox is on the board of directors since 2013, and RHE is 1885, an incredible coincidence imo
“. Doc: Date, Sunday, November 13th, 1955 7:01 AM. Last night’s time travel experiment was apparently a complete success. Lightning struck the clock tower at precisely 10:04 pm sending the necessary 1.21 jigowatts into the time vehicle, which vanished in a brilliant flash of light leaving a pair of fire trails behind. I therefore assumed that Marty and the time vehicle were transported forward through time into the year 1985. After that...after that...I can’t recall what happened. I don’t even remember how I got home! Perhaps the jigowatt discharge coupled with the temporal displacement field generated by the time vehicle caused a disruption of my own brain waves resulting in a condition of temporary amnesia. Indeed I now recall the moments after the time vehicle disappeared ... into the future ... I saw a vision of Marty saying, "I’ve come back from the future." Marty gets out of his chair, with Doc facing his back to him, and starts walking towards Doc. Undoubtedly this was some sort of -”
kool im in at 11 so waitng for merger
10.36 was the low while I was out
missed a good buy opp
nope ...
was replying to
so it already ran 100% that mean im late
$RHE: Added here in PreMarket at $10.60...... 1Milly FLOATER
Let er rip back up to previous highs.
Only added 3k shares....... nothing major
$NATUF due for a major run as well.... Pure Concentrate TUNGSTEN mine
GO $RHE
Great medical stock for fall and winter imo
Real Estate values continue to climb. This has to bode well for RHE.
Charts starting to curl upward. We could use some news to add a little fuel.
Massively oversold with a tight float. Should be over $12 in no time.
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