REGIONAL HEALTH PROPERTIES, INC
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
RHEPStored price and day change unavailable
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-04-01.
0000950170-24-039414
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0000950170-25-047742
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 177 previous paragraphs and 222 current paragraphs.
162 unchanged; 11 reworded; 48 added; 4 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (48)
Current report
The Company's common stock and Series A Preferred Stock ("securities") was listed for trading on the NYSE American under the symbol “RHE” and "RHE-PA," respectively, up until February 05, 2025 when it was suspended from trading as a result of not meeting certain listing requirements. Currently, the Company's common stock and Series A Preferred Stock is listed on the Over-the-Counter Pink Market (the "OTC Market') under the symbol "RHEP" and "RHEPA," respectively. For further information, see Note 15 -Subsequent Eventsto our audited consolidated financial statements included in Part II, Item 8., “Financial Statements and Supplementary Data” in this Annual Report.
Current report
There is a limited trading market for our common stock Series A Preferred stock and the price of each may be volatile.
Current report
Our common stock and Series A Preferred Stock are traded on the OTCQB marketplace under the symbol “RHEP” and "RHEPA", respectively. The OTCQB is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities and provides significantly less liquidity than a listing on the NASDAQ Stock Market or other national securities exchanges. The OTCQB securities are traded by a community of market makers that enter quotes and trade reports. This market is limited in comparison to the national stock exchanges, and any prices quoted may not be a reliable indication of the value of our common stock.
Current report
Trading on the OTCQB marketplace as opposed to a national securities exchange has resulted, and may continue to result, in a reduction in some or all of the following, each of which could have a material adverse effect on the prices of our common stock, Series A Preferred Stock and our company:
Current report
In addition, the market price of our common stock could be subject to wide fluctuations in response to:
Current report
On January 6, 2025, the Company and SunLink Health Systems, Inc., a Georgia corporation (“SunLink”), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of January 3, 2025 (the “Merger Agreement” or "Merger"), by and between Regional and SunLink. See Note 15 –Subsequent Eventsto our audited consolidated financial statements included in Part II, Item 8., “Financial Statements and Supplementary Data” in this Annual Report for information on the Company's press release on January 6, 2024.
Current report
The Merger may not be completed and the Merger Agreement may be terminated in accordance with its terms. Failure to complete the Merger could negatively impact our future business and financial results.
Current report
The completion of the Merger is subject to a number of conditions, including, among other things, (i) the receipt of the required approvals from the shareholders of Regional, (ii) the receipt of the required approvals from the shareholders of SunLink, (ii) the absence of any governmental order or law making illegal or otherwise prohibiting the consummation of the Merger or imposing, individually or in the aggregate, a burdensome condition, (iv) the effectiveness of the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by Regional, and (v) the authorization for trading of the shares of our common stock and Regional Series D Preferred Stock ("Regional Series D Preferred Stock") to be issued in connection with the Merger on the over-the-counter stock markets or NYSE American.
Current report
The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent completion from occurring at all. Any delay in completing the Merger could cause Regional not to realize some or all of the benefits, or realize them on a different timeline than expected, that Regional expects to achieve if the Merger is successfully completed within the expected timeframe. There can be no assurance that the conditions in the Merger Agreement will be satisfied or (to the extent permitted) waived or that the Merger will be completed. In addition, subject to limited exceptions, either Regional or SunLink may terminate the Merger Agreement if the Merger has not been consummated by 5:00 p.m., Eastern time, on March 31, 2025.
Current report
Failure to complete the Merger could negatively impact our future business and financial results, and we could be subject to a number of risks, including the following:
Current report
we could owe a reimbursement fee to SunLink the other under certain circumstances;
Current report
if the Merger Agreement is terminated and we seek another business combination, we may not find a party willing to enter into a transaction on terms comparable to or more attractive than the terms agreed to in the Merger Agreement;
Current report
time and resources, financial and other, we have committed to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities;
Current report
we may experience negative reactions from the financial markets or from our customers, suppliers, regulators or employees;
Current report
we will be required to pay our costs relating to the Merger, such as legal, accounting, financial advisory, filing, printing and mailing fees, whether or not the Merger is completed, subject to the reimbursement fee;
Current report
we are subject to restrictions on the conduct of our business prior to the effective time, as set forth in the Merger Agreement, which may prevent us from making certain acquisitions or taking other actions during the pendency of the Merger; and
Current report
In addition, if the Merger is not completed, we could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform ours obligations under the Merger
Current report
Agreement. Any of these risks could materially and adversely impact our financial condition, financial results and stock price.
Current report
SunLink shareholders may have dissenters’ rights in the Merger.
Current report
If the Merger Agreement is adopted by SunLink’s shareholders, SunLink shareholders who do not vote in favor of the approval of the Merger Agreement and who properly demand payment of fair cash value of their shares of common stock may be entitled to dissenters’ rights in connection with the Merger under Title 14, Chapter 2, Article 13 of the Georgia Business Corporation Code (the “GBCC”). In addition, SunLink’s obligation to consummate the Merger is subject to the condition that the holders of not more than 2,000,000 shares of SunLink common stock (excluding directors and officers of SunLink and its subsidiaries) who are entitled to, have properly exercised, and not withdrawn or waived, dissenters’ rights with respect to their SunLink common stock in accordance with the GBCC prior to the effective date of the Merger.
Current report
We are subject to contractual restrictions while the Merger is pending, which could adversely affect our business and operations.
Current report
Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the effective time which may adversely affect our ability to execute certain business strategies, maintain business relationships, or manage risks associated with our business, operations, technology, infrastructure or compliance functions, including the ability in certain cases to acquire or dispose of assets, incur indebtedness, undertake capital expenditures, engage with regulators or settle actual or potential claims. Such limitations could adversely affect us prior to the effective time of the Merger.
Current report
The announcement and pendency of the Merger could divert the attention of our management and cause disruptions in our business, which could have an adverse effect on our business and financial results.
Current report
Our management may be required to divert a disproportionate amount of attention away from their respective day-to-day activities and operations, and devote time and effort to consummating the Merger. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the Merger. These factors could adversely affect our financial position or results of operations, regardless of whether the Merger is completed.
Current report
We will incur direct and indirect costs as a result of the Merger.
Current report
We will incur substantial expenses in connection with and as a result of completing the Merger, including advisory, legal and other transaction costs, and, following the completion of the Merger, we expect to incur additional expenses in connection with combining the companies. A majority of these costs have already been incurred or will be incurred regardless of whether the Merger is completed. Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Our management continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger. Although we expect that the realization of benefits related to the Merger will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all.
Current report
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger, could discourage a potential acquiror from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay a reimbursement fee to SunLink.
Current report
The Merger Agreement contains provisions that make it more difficult for us to engage in any alternative transaction with a third party. The Merger Agreement contains certain provisions that restrict our ability to, among other things, solicit or knowingly induce (including by providing any material non-public information concerning such party or any significant subsidiary to any person or group for the purpose of facilitating any proposals or offers relating to any Regional acquisition proposal) or knowingly assist any proposal or offer that constitutes or would reasonably be expected to lead to a Regional acquisition proposal or engage in any negotiations with respect thereto.
Current report
In some circumstances, upon termination of the Merger Agreement, we would be required to reimburse the other for all reasonable out-of-pocket fees and expenses incurred or paid by SunLink in connection with the negotiation of the Merger Agreement and the consummation of any of the transactions contemplated by the Merger Agreement in an amount not to exceed $250,000.
Current report
These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Regional or pursuing an alternative company transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the value proposed to be received in the Merger or would result in greater value to Regional’s shareholders relative to the terms and conditions of the Merger Agreement. In particular, the reimbursement fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the Regional shareholders than it might otherwise have proposed to pay absent such a fee.
Current report
The support and lock-up agreements could discourage a third party from pursuing an alternative transaction involving Regional.
Current report
In connection with the transactions contemplated by the Merger Agreement, on January 3, 2025, we entered into a support and lock-up agreement with SunLink and our directors and officers and a support and lock-up agreement with SunLink and certain directors and officers SunLink. The existence of the support and lock-up agreements could discourage a third party from pursuing an alternative transaction involving us.
Current report
Litigation that may be filed against Regional, SunLink, the members of the Regional Board, the members of the SunLink Board or the officers of Regional or SunLink could result in substantial costs and could adversely affect Regional’s and SunLink’s ability to complete the Merger on a timely basis or at all.
Current report
Shareholders of Regional and/or SunLink may file lawsuits against Regional, SunLink and/or the directors or officers of either company in connection with the Merger. One of the conditions to the closing of the Merger is no governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order or law which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger or imposing, individually or in the aggregate, a burdensome condition. If any plaintiff were successful in obtaining an injunction prohibiting the completion of the Merger, then such injunction may delay or prevent the consummation of the Merger and could result in significant costs to Regional and/or SunLink, including any cost associated with the indemnification of directors and officers of each company. Regional and SunLink may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the Merger. Such litigation could have an adverse effect on our financial condition and results of operations and could prevent or delay the completion of the Merger. There has not been any shareholder litigation related to the Merger against Regional, SunLink or the directors or officers of either company, but such litigation could be instigated.
Current report
Sales of our common stock and Regional Series D Preferred Stock after the completion of the Merger may cause the market price of such shares to fall.
Current report
Based on the number of shares of SunLink common stock outstanding as of as of March 25, 2025 and assuming no adjustments for any Regional Debt Distress (as defined in the Merger Agreement), we expect to issue approximately 1,597,575 shares of our common stock to SunLink shareholders pursuant to the Merger and 100,000 shares of our common stock to Mr. Robert Thornton pursuant to an employment agreement to be entered into between Mr. Thornton and Regional at the closing of the Merger. The Regional Series D Preferred Stock is convertible at any time into our common stock at an initial exchange ratio of one share of our common stock for every [three] shares of Regional Series D Preferred Stock. The actual number of shares of our common stock to be issued and reserved for issuance pursuant to the Merger will be determined at completion of the Merger based on the exchange ratio, the number of shares of SunLink common stock outstanding at that time, and the number of additional shares of Regional Series D Preferred Stock issued, if any, as a result of any Regional Debt Distress. Based on the number of shares of SunLink common stock outstanding as of March 25, 2025, the number of shares of our common stock outstanding as of March 25, 2025 and 100,000 shares of our common stock to Mr. Robert Thornton, and assuming the absence of any Regional Debt Distress, it is expected that, immediately after completion of the Merger, former SunLink shareholders will own approximately 43% of the outstanding our common stock.
Current report
Many former SunLink shareholders may decide not to hold the shares of our common stock and Regional Series D Preferred Stock they will receive in the Merger. Such sales of our common stock and Regional Series D Preferred Stock could have the effect of depressing the market price for such shares, and may take place promptly following the Merger.
Current report
Risks Related to Regional and the Combined Company after Completion of the Merger
Current report
We may fail to realize all of the anticipated benefits of the Merger or those benefits may take longer to realize than expected.
Showing the first 40 of 48 passages. Open the source sections for the rest.
Removed paragraphs (4)
Previous report
Furthermore, on December 22, 2017, the Tax Cuts and Jobs Act was enacted and signed into law that repealed the individual mandate in the ACA. Because the U.S. Supreme Court’s 2012 decision finding the ACA constitutional was grounded, at least in part, on the inclusion of the individual mandate in the law, a federal trial court found the entire law unconstitutional upon the mandate’s repeal. The Fifth Circuit Court of Appeals affirmed that the individual mandate was unconstitutional and sent the case back to the trial court for additional analysis as to whether the rest of the ACA could survive. The U.S. Supreme Court agreed to review the case, and on June 17, 2021, dismissed the case, holding that the plaintiffs lacked standing to challenge the mandate or the remainder of the ACA. While there have been efforts to repeal the law and enact alternative reforms, the Biden Administration has indicated it will support and expand upon the ACA. There is no assurance that the implementation of ACA or any subsequent modifications or related legal challenges will not adversely impact the operations cash flows or financial conditions of our lessees, which subsequently could materially and adversely impact our revenue and operations.
Previous report
We are currently out of compliance with the continued listing standards of the NYSE American LLC ("NYSE American"). Our failure to resume compliance with the continued listing standards or make continued progress toward compliance consistent with our plan of compliance approved by NYSE American may result in the delisting of our common stock and Series A Preferred Stock.
Previous report
Our common stock and Series A Preferred Stock are each listed on the NYSE American. In order to maintain these listings, we must maintain compliance with continued listing standards, including, but not limited to, complying with Sections 1003(a)(i) and 1003(a)(ii) of the NYSE American Company Guide, which require an issuer to have (i) shareholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years and (ii) shareholders’ equity of $4.0 million or more since if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years, respectively. On May 10, 2023, we received a letter from the NYSE American notifying us that we were not in compliance with Section 1003(a)(ii) of the NYSE American Company Guide. As a result, we became subject to the procedures and requirements of Section 1009 of the NYSE American Company Guide. On June 9, 2023, we submitted a plan to the NYSE American advising of actions we have taken or will take to regain compliance with the continued listing standards by November 10, 2024. On June 29, 2023, we received a letter from the NYSE American notifying us that we were not in compliance with Section 1003(a)(i) of the NYSE Company Guide. On August 1, 2023, we received a letter (the “Acceptance Letter”) from the NYSE American notifying us that the compliance plan has been accepted. The NYSE American has granted the Company a plan period through November 10, 2024 to regain compliance with the continued listing standards. We have been advised that if we do not make progress consistent with the plan or we fail to regain compliance by the deadline, then the NYSE American may commence delisting procedures.
Previous report
Although we intend to regain compliance with the continued listing requirements prior to November 10, 2024, we may be unable to do so. If delisting proceedings are commenced, the NYSE American rules permit us to appeal a staff delisting determination. Our common stock and Series A Preferred Stock will continue to be listed and traded on the
Reworded paragraphs (11)
Previous wording
As of the date of filing this Annual Report, of our 13 properties across 12 facilities (1 facility having 2 co-located properties), 11 are operated by separate tenants and two are operated by the Company, with each of our tenants being affiliated with one of six locally- or regionally-focused operators. We refer to our tenants who are affiliated with the same operator as a group of affiliated tenants. Each of our operators operate (through a group of affiliated tenants) between one and five of our facilities, with our material operators, Aspire and C.R Management, each operating (through a group of affiliated tenants) five and two facilities, respectively. We therefore depend on tenants who are affiliated with Aspire and C.R Management for a significant portion of our revenues. We give no assurance that the tenants affiliated with C.R Management and Aspire will have sufficient assets, income and access to financing to enable them to make rental payments to us or to otherwise satisfy their obligations under the applicable leases and subleases, and any inability or unwillingness by such tenants to do so could have a material adverse effect on us.
Current wording
As of the date of filing this Annual Report, of our 13 properties across 12 facilities (1 facility having 2 co-located properties), 10 are operated by separate tenants and three are operated by the Company, with each of our tenants being affiliated with one of four locally- or regionally-focused operators. We refer to our tenants who are affiliated with the same operator as a group of affiliated tenants. Each of our operators operate (through a group of affiliated tenants) between one and five of our facilities, with our material operators, Aspire and C.R Management, each operating (through a group of affiliated tenants) five and two facilities, respectively. We therefore depend on tenants who are affiliated with Aspire and C.R Management for a significant portion of our revenues. We give no assurance that the tenants affiliated with C.R Management and Aspire will have sufficient assets, income and access to financing to enable them to make rental payments to us or to otherwise satisfy their obligations under the applicable leases and subleases, and any inability or unwillingness by such tenants to do so could have a material adverse effect on us.
Previous wording
As of the date of filing this Annual Report, the Company is a defendant in 7 professional and general liability actions commenced by former patients of the Company’s current or prior tenants. These actions generally seek unspecified compensatory and punitive damages for former patients who were allegedly injured or died while patients of our facilities due to professional negligence or understaffing.
Current wording
As of the date of filing this Annual Report, the Company is a defendant in 3 professional and general liability actions commenced by former patients of the Company’s current or prior tenants. These actions generally seek unspecified compensatory and punitive damages for former patients who were allegedly injured or died while patients of our facilities due to professional negligence or understaffing.
Previous wording
The Company maintains insurance for professional and general liability claims for its Healthcare Services segment, which included in 2023 the LaGrange, Lumber City, Meadowood, Thomasville, Glenvue and Tara Facilities. For more information,see Note 13 -Commitments and Contingencies to our audited consolidated financial statements included in Part II, Item 8., “Financial Statements and Supplementary Data.” in this Annual Report. Also see “Critical Accounting Policies - Self Insurance Reserve” in Part II, Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report.
Current wording
The Company maintains insurance for professional and general liability claims for its Healthcare Services segment, which included in 2024 the LaGrange, Lumber City, Meadowood, Mountain Trace, Thomasville, Glenvue and Tara Facilities. For more information,see Note 13 -Commitments and Contingencies to our audited consolidated financial statements included in Part II, Item 8., “Financial Statements and Supplementary Data.” in this Annual Report. Also see “Critical Accounting Policies - Self Insurance Reserve” in Part II, Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report.
Previous wording
We and our tenants are subject to HIPAA and various other state and federal laws that relate to privacy and data security, including the reporting of data breaches involving personal information as discussed in “—Government Regulation,” in Part I, Item1., “Business” in this Annual Report. Failure to comply with these requirements could have a materially adverse effect on us and the ability of our tenants to meet their obligations to us. Furthermore, the adoption of new privacy, security and data breach notification laws at the federal and state level could require us or our tenants to incur significant compliance costs. In addition, the cost and operational consequences of responding to cybersecurity incidents and breaches and implementing remediation measures could be significant.
Current wording
We and our tenants are subject to HIPAA and various other state and federal laws that relate to privacy and data security, including the reporting of data breaches involving personal information as discussed in “—Government Regulation,” in Part I, Item 1., “Business” in this Annual Report. Failure to comply with these requirements could have a materially adverse effect on us and the ability of our tenants to meet their obligations to us. Furthermore, the adoption of new privacy, security and data breach notification laws at the federal and state level could require us or our tenants to incur significant compliance costs. In addition, the cost and operational consequences of responding to cybersecurity incidents and breaches and implementing remediation measures could be significant.
Previous wording
As of December 31, 2023, we had approximately $50.7 million in indebtedness, including current maturities of debt. We may also obtain additional short-term and long-term debt to meet future capital needs, subject to certain restrictions under our existing indebtedness, which would increase our total debt. Our substantial amount of debt could have negative consequences to our business. For example, it could:
Current wording
As of December 31, 2024, we had approximately $49.7 million in indebtedness, including current maturities of debt. We may also obtain additional short-term and long-term debt to meet future capital needs, subject to certain restrictions under our existing indebtedness, which would increase our total debt. Our substantial amount of debt could have negative consequences to our business. For example, it could:
Previous wording
For the year ended and as of December 31, 2023, we had a net loss of $3.9 million. At December 31, 2023, we had $1.0 million in cash, $3.2 million of restricted cash and $50.7 million in indebtedness net of $1.1 million deferred financing and unamortized discounts, of which the Company anticipates net principal repayments of approximately $1.9 million during the next twelve-month period.
Current wording
For the year ended and as of December 31, 2024, we had a net loss of 3.2 million. At December 31, 2024, we had $0.6 million in cash, $2.9 million of restricted cash and $49.7 million in indebtedness net of $1.0 million deferred financing and unamortized discounts, of which the Company anticipates net principal repayments of approximately $7.0 million during the next twelve-month period.
Previous wording
If we fail to meet all applicable continued listing requirements of the NYSE American and the NYSE American determines to delist the common stock and Series A Preferred Stock, then the delisting could adversely affect the market liquidity of such securities, impair the value of your investment, adversely affect our ability to raise needed funds and subject us to additional trading restrictions and regulations.
Current wording
We are currently suspended from trading our common stock and Series A Preferred Stock on the NYSE American LLC ("NYSE American"), which could adversely affect the market liquidity of such securities, impair the value of your investment, adversely affect our ability to raise needed funds and subject us to additional trading restrictions and regulations.
Previous wording
If the common stock and Series A Preferred Stock are delisted from the NYSE American, such securities may trade in the over-the-counter market. If our securities were to trade on the over-the-counter market, selling the common stock and Series A Preferred Stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and any security analysts’ coverage of us may be reduced. In addition, in the event the common stock and Series A Preferred Stock are delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in such securities, further limiting the liquidity of the common stock and Series A Preferred Stock. These factors could result in lower prices and larger spreads in the bid and ask prices for our securities. Such delisting from the NYSE American and continued or further declines in our share price could also greatly impair our ability to raise additional necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions. Any such limitations on our ability to raise debt and equity capital could prevent us from making future investments and satisfying maturing debt commitments.
Current wording
On the OTC Market, selling our common stock and Series A Preferred stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and any security analysts’ coverage of us may be reduced. In addition, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in such securities, further limiting the liquidity of the common stock and Series A Preferred Stock. These factors could result in lower prices and larger spreads in the bid and ask prices for our securities. Such suspension from the NYSE American and continued or further declines in our share price could also greatly impair our ability to raise additional necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions. Any such limitations on our ability to raise debt and equity capital could prevent us from making future investments and satisfying maturing debt commitments.
Previous wording
NYSE American during the plan period, subject to our compliance with the NYSE American’s other applicable continued listing standards. If NYSE American delists our common stock or Series A Preferred Stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for these securities, reduced liquidity, decreased analyst coverage of these securities, and an inability for us to obtain additional financing to fund our operations.
Current wording
As a result of NYSE American suspension of trading in our common stock and Series A Preferred stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for these securities, reduced liquidity, decreased analyst coverage of these securities, and an inability for us to obtain additional financing to fund our operations.
Previous wording
We may conduct a transaction or transactions prior to November 10, 2024 that could result in significant dilution to our existing shareholders. The transaction(s) could include the private investment in public equity, a public rights offering, a debt restructuring or any combination of these or similar transactions with the intent of maintaining our NYSE American listings. Such transaction(s), if completed, would be dilutive to certain shareholders, could adversely affect the market price of our common stock, Series A Preferred Stock and Series B Preferred Stock, would involve some expense and management distraction from our business and ultimately may not be successful in maintaining our NYSE American listings.
Current wording
We may conduct a transaction or transactions that could result in significant dilution to our existing shareholders. The transaction(s) could include the private investment in public equity, a public rights offering, a debt restructuring or any combination of these or similar transactions with the intent of regaining our NYSE American listings. Such transaction(s), if completed, would be dilutive to certain shareholders, could adversely affect the market price of our common stock, Series A Preferred Stock and Series B Preferred Stock, would involve some expense and management distraction from our business and ultimately may not be successful in maintaining our NYSE American listings.
Previous wording
To maintain our NYSE American listings, we may conduct a private investment in public equity, a public rights offering, a debt restructuring or any combination of these or similar transactions prior to November 10, 2024. Although we may not complete any of these transactions, if a transaction occurs, it would be dilutive to certain shareholders and could adversely or favorably affect the market price of our common stock, Series A Preferred Stock and Series B Preferred Stock. Furthermore, any transaction would involve some expense and management distraction from our business, and it is possible that despite the transaction, we may still be unsuccessful in maintaining our NYSE American listings. If NYSE American delists our common stock or Series A Preferred Stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for these securities, reduced liquidity, decreased analyst coverage of these securities, and an inability for us to obtain additional financing to fund our operations.
Current wording
To regain our NYSE American listings, we may conduct a merger with another entity, an investment in a joint venture, private investment in public equity, a public rights offering, a debt restructuring or any combination of these or similar transactions. Although we may not complete any of these transactions, if a transaction occurs, it would be dilutive to certain shareholders and could adversely or favorably affect the market price of our common stock, Series A Preferred Stock and Series B Preferred Stock. Furthermore, any transaction would involve some expense and management distraction from our business, and it is possible that despite the transaction, we may still be unsuccessful in regaining our NYSE American listings. For further information, see "Risks Related to the Proposed Merger" and "Risks Related to Regional and the Combined Company after Completion of the Merger" below.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
the market price of our capital stock could decline;