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REGIONAL HEALTH PROPERTIES, INC

For the period ended Mar 31, 2025. Filed May 15, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 15, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33135

Regional Health Properties, Inc.

(Exact name of registrant as specified in its charter)

Georgia81-5166048
(State or other jurisdictionof incorporation)(I.R.S. EmployerIdentification Number)

1050 Crown Pointe Parkway, Suite 720, Atlanta, GA 30338

(Address of principal executive offices)

(678)869-5116

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueRHENYSE American1
Series A Redeemable Preferred Stock, no par valueRHE-PANYSE American1

(1) On February 4, 2025, NYSE American LLC (“NYSE American” or the “Exchange”) announced that it had determined to suspend trading of the common stock, no par value per share (the “Common Stock”), and Series A Redeemable Preferred Shares, no par value per share (the “Series A Preferred Stock” and, together with the Common Stock, the “Securities”), of Regional Health Properties, Inc., a Georgia corporation (the “Company”), on NYSE American. The Company has a right to a review of the decision of the Listings Qualifications Panel (the “Panel”) to delist the Company’s Securities by the Committee for Review of the Board of Directors of the Exchange. The filing by the Exchange of an application with the Securities and Exchange Commission to delist the Company’s Securities is pending completion of all applicable procedures, including any appeal by the Company of the Panel’s decision. The Common Stock and the Series A Preferred Stock began trading on the OTCQB on March 24, 2025 under the symbols “RHEP” and “RHEPA,” respectively.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes☐ No☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐ No☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of May 13, 2025 the registrant had 2,129,239 shares of common stock, no par value, outstanding.

Regional Health Properties, Inc.

Form 10-Q

Table of Contents

PageNumber
Part I. · FINANCIAL INFORMATION
Item 1.Financial Statements (unaudited)4
Consolidated Balance Sheets as of March 31, 2025 and December 31, 20244
Consolidated Statements of Operations for the three months ended March 31, 2025 and 20245
Consolidated Statements of Stockholders' (Deficit) for the three months ended March 31, 2025 and 20246
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 20247
Notes to Consolidated Financial Statements9
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations26
Item 3.Quantitative and Qualitative Disclosures About Market Risk33
Item 4.Controls and Procedures33
Part II.OTHER INFORMATION
Item 1.Legal Proceedings33
Item 1A.Risk Factors33
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds33
Item 3.Defaults upon Senior Securities34
Item 4.Mine Safety Disclosures34
Item 5.Other Information34
Item 6.Exhibits34
Signatures36
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.