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Regional Health Properties has received a Notice of Effectiveness from the SEC for their Form S-4 registration statement, effective as of June 25, 2025, at 4:00 P.M. The Form S-4 (File Number: 333-286975) indicates a significant corporate action, typically involving:

• A potential merger, acquisition, or business combination
• Exchange offer of securities
• Corporate restructuring

This effectiveness notice means the SEC has completed its review and the registration statement is now active, allowing the company to proceed with their planned transaction. Investors should review the full S-4 filing for detailed information about the proposed corporate action and its potential impact on their investment.

Avidity Biosciences, Inc. (RNA) Form 4 filing: Chief Program Officer Kathleen P. Gallagher reported a single open-market sale of company common stock executed on 06/17/2025. The sale, carried out under a previously established Rule 10b5-1 trading plan (adopted 06/12/2024), involved 911 shares at a price of $30.24 per share.

Following the transaction, Gallagher鈥檚 direct holding stands at 50,392 shares. The filing was signed on 06/18/2025 and indicates that the Form 4 was filed by one reporting person only. No derivative transactions or additional equity awards were disclosed.

The relatively small share quantity and continued sizeable ownership suggest the transaction is routine in nature rather than signaling a material change in insider sentiment.

Regional Health Properties (RHE) has filed Amendment No. 3 to its Form S-4 to register securities to be issued in its proposed merger with SunLink Health Systems (SSY). Under the Amended & Restated Merger Agreement dated 14 Apr 2025, SunLink will be merged into RHE, which will remain the surviving Georgia corporation.

• Exchange ratio: For every five SunLink common shares, holders will receive 1.1330 RHE common shares (no-par) plus one share of new 8% Series D Cumulative Convertible Redeemable Participating Preferred Stock. No fractional shares will be issued; cash will be paid in lieu.
• Cash & surplus adjustment: SunLink must deliver 鈮� $6 million in cash & equivalents at closing; amounts > $7.5 million increase preferred stock issuance (1 Series D for each $10 surplus) subject to authorized share limits. Conversely, a 鈥淩egional Debt Distress鈥� provision lets SunLink declare extra special cash dividends or terminate the deal if RHE鈥檚 debt is in default within five days of closing.
• Series D key terms: $12.50 liquidation preference; 8% cumulative dividend beginning 1 Jul 2027; initially convertible at 3 preferred : 1.1330 common (0.3777 common per preferred). If RHE fails to obtain a National Market listing by 6, 12, 18, or 24 months post-close, the conversion ratio tightens by 0.5 preferred per milestone. Two Series D directors (SunLink designees) will join the RHE board while 鈮� 200,000 shares remain outstanding.
• Voting & support: RHE special meeting and SSY special meeting are set for 29 Jul 2025. Approval requires a majority of outstanding RHE and SSY common shares. Lock-up/support agreements cover ~13.5% of RHE and ~23.3% of SSY voting power, respectively.
• Post-merger ownership: assuming no appraisal demands or anti-dilution events, former SunLink shareholders will hold about 43.06% of RHE common stock; 100,000 additional RHE shares will be issued to SunLink CEO Robert Thornton via a new employment agreement.
• Listing status: RHE was delisted from NYSE American on 11 Jun 2025 (now trades OTCQB: 鈥淩HEP鈥�). The S-4 conditions require the new RHE common and Series D preferred either to trade OTC or to be re-listed on NYSE American at effectiveness.

The proxy/prospectus details risk factors (page 51), tax consequences and comparative rights. Completion is contingent on shareholder approvals and customary closing conditions; the registration statement will remain preliminary until declared effective by the SEC.

Brent Morrison, CEO, President and Director of Regional Health Properties (NYSE: RHE), reported significant insider transactions on June 20, 2025:

• Exercised two stock options: - 24,000 shares at $3.32 per share - 24,000 shares at $2.03 per share
• Received a grant of 65,000 restricted shares as 2023 bonus compensation, vesting in equal installments on June 20, 2026 and 2027
• Following these transactions, Morrison now beneficially owns: - 198,047 shares directly - 2,272 shares indirectly through an IRA

The exercised options included a fully vested grant from January 2023 and another grant from January 2024 that completed vesting in January 2025. This significant increase in direct ownership demonstrates long-term commitment from the company's chief executive.

Regional Health Properties (RHE) and SunLink Health Systems have amended their Merger Agreement, extending the termination deadline from June 30, 2025, to August 11, 2025, 5:00 PM ET. This extension comes as both companies acknowledge that required shareholder approvals have not been obtained and are unlikely to be secured by the original deadline.

Key developments include:

• NYSE American filed Form 25 on June 11, 2025, to delist Regional's common stock and Series A Preferred Stock
• Both securities now trade on OTCQB under symbols "RHEP" and "RHEPA"
• Regional will file an S-4 Registration Statement including a joint proxy statement/prospectus for the proposed merger

The merger remains subject to several risks, including integration challenges, potential revenue synergy shortfalls, regulatory approvals, and shareholder approvals. The company cautions investors about forward-looking statements and urges review of the forthcoming joint proxy statement/prospectus for complete merger details.