UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): August 4, 2025 |
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SunLink Health Systems, Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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Georgia |
001-12607 |
31-0621189 |
(State or Other Jurisdiction of |
(Commission |
(I.R.S. Employer |
Incorporation) |
File Number) |
Identification No.) |
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900 Circle 75 Parkway |
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Suite 690 |
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Atlanta, Georgia 30339 |
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(Address of Principal Executive Offices, and Zip Code) |
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(770) 933-7000 |
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(Registrant’s telephone number, including area code) |
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Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares without par value |
SSY |
NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On August 4, 2025, SunLink Health Systems, Inc. (“SunLink”) reconvened its special meeting (the “Special Meeting”) of the holders of its common stock (the “Common Stock”), which Special Meeting was originally convened on July 29, 2025 and adjourned to August 4, 2025, and voted on the following proposals:
(1) a proposal to approve the Amended and Restated Agreement and Plan of Merger between SunLink and Regional Health Properties, Inc. (“Regional”), dated as of April 14, 2025, as amended, and the transactions contemplated thereby, including the merger of SunLink with and into Regional (the “Merger”) (the “SunLink Merger Proposal”); and
(2) a proposal to approve, on a non-binding, advisory basis, the SunLink Merger-related compensation proposal (the “SunLink Advisory Compensation Proposal”).
The proposals identified above are described in detail in the Joint Proxy Statement/Prospectus filed by SunLink with the U.S. Securities and Exchange Commission on June 25, 2025, in connection with the proposed Merger.
The final results of the voting at the Special Meeting on each of the above proposals are as follows:
SunLink Merger Proposal
The holders of the Common Stock approved the SunLink Merger Proposal. The voting results were as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
4,058, 928 |
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95,916 |
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900 |
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SunLink Advisory Compensation Proposal
The holders of the Common Stock approved the SunLink Advisory Compensation Proposal. The voting results were as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
3,742,484 |
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411,309 |
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1,951 |
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On August 4, 2025, SunLink and Regional issued a joint press release announcing that, at special meetings of their respective shareholders, the SunLink shareholders and the Regional shareholders approved the Merger, among other proposals. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The closing of the Merger remains subject to customary closing conditions.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUNLINK HEALTH SYSTEMS, INC. |
Date: August 4, 2025 |
/s/ Mark J. Stockslager |
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Mark J. Stockslager |
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Chief Financial Officer |