UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
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[ ] Definitive Proxy Statement
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[_] Soliciting Material Pursuant to Section 240.14a-12
REGIONAL HEALTH PROPERTIES, INC.
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(Name of Registrant as Specified In Its Charter)
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REGIONAL HEALTH PROPERTIES, INC.
454 Satellite Blvd.
Suite 100
Suwanee, Georgia 30024
Supplement to Proxy Statement
For the 2018 Annual Meeting of Shareholders
To Be Held on December 27, 2018
Dear Shareholder,
We are furnishing to you this Supplement to Proxy Statement, dated December 21, 2018 (this “Supplement”), to supplement the Notice of 2018 Annual Meeting of Shareholders and Proxy Statement, dated November 9, 2018 (the “Proxy Statement”), with respect to the solicitation of proxies by the Board of Directors (the “Board”) of Regional Health Properties, Inc. (the “Company” or “we”), for use at the 2018 Annual Meeting of Shareholders and any adjournments or postponements thereof (the “Annual Meeting”) to be held on Thursday, December 27, 2018, at Sonesta Gwinnett Place Atlanta located at 1775 Pleasant Hill Road, Duluth, Georgia, at 10:00 a.m., local time. Defined terms used in this Supplement but not defined in this Supplement have the meanings assigned to them in the Proxy Statement.
This Supplement is being provided for the purpose of restating the following table from page 11 of the Proxy Statement to provide corrected numbers for the last row thereof.
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Assuming a Ratio for the Reverse Split of: * |
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Pre-Reverse |
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Stock Split |
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1-for‑6 |
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1-for‑7 |
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1-for‑8 |
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1-for‑9 |
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1-for‑10 |
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1-for‑11 |
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1-for‑12 |
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Outstanding shares of common stock |
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20,369,142 |
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3,394,857 |
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2,909,877 |
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2,546,143 |
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2,263,238 |
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2,036,914 |
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1,851,740 |
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1,697,429 |
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Shares issuable upon the exercise of outstanding warrants |
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1,018,967 |
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169,828 |
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145,567 |
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127,371 |
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113,219 |
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101,897 |
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92,633 |
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84,914 |
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Shares issuable upon the exercise of outstanding options |
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180,725 |
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30,121 |
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25,818 |
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22,591 |
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20,081 |
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18,073 |
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16,430 |
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15,060 |
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Shares reserved for issuance under equity incentive plans |
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233,296 |
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38,883 |
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33,328 |
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29,162 |
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25,922 |
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23,330 |
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21,209 |
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19,441 |
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Total shares outstanding, or reserved for issuance upon exercise of derivative securities, or reserved for issuance under equity incentive plans |
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21,802,130 |
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3,633,688 |
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3,114,590 |
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2,725,266 |
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2,422,459 |
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2,180,213 |
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1,982,012 |
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1,816,844 |
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Total shares available for future issuance (based on 55,000,000 shares of common stock currently authorized) |
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33,197,870 |
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51,366,312 |
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51,885,410 |
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52,274,734 |
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52,577,541 |
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52,819,787 |
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53,017,988 |
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53,183,156 |
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The last row of the table above correctly reflects that the Reverse Split will not reduce the number of shares of common stock currently authorized under the Articles of Incorporation, as discussed in the Proxy Statement in the third to last paragraph under “Effect of the Reverse Split” under “Proposal 2: Amendment to Articles of Incorporation to Effect a Reverse Stock Split” and as reflected in the Articles of Amendment to Amended and Restated Articles of Incorporation of Regional Health Properties, Inc. attached to the Proxy Statement as Appendix A.
*****
Except as described in this Supplement, the information provided in the Proxy Statement continues to apply and should be considered in voting your shares of common stock. Information contained in this Supplement to the Proxy Statement modifies or supersedes any inconsistent information contained in the Proxy Statement.
There are no changes to the proxy card or voting instruction form previously mailed to shareholders. If you have already voted by Internet, telephone or by mail, then you do not need to take any action unless you wish to change your vote. Shares of common stock represented by valid proxies already returned by shareholders (via Internet, telephone or mail) will be voted at the Annual Meeting in the manner indicated unless revoked or changed as provided in the Proxy Statement. Shares of common stock represented by valid proxies returned before the Annual Meeting, but for which no voting instructions have been provided, will be voted in accordance with the recommendations of the Board as set forth in the Proxy Statement. Important information regarding how to vote your shares of common stock and how to revoke or change a proxy already given is available in the Proxy Statement under the caption “Questions and Answers About the 2018 Annual Meeting.”
Sincerely,
/s/ Brent Morrison
Brent Morrison
Interim Chief Executive Officer
December 21, 2018