Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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REGIONAL HEALTH PROPERTIES, INC. (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
75903M309 (CUSIP Number) |
Charles L. Frischer 3156 East Laurelhurst Drive, Seattle, WA, 98105 917-528-1465 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 75903M309 |
| 1 |
Name of reporting person
Charles Frischer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
157,734.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 75903M309 |
| 1 |
Name of reporting person
Libby Frischer Family Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATE
S
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value | |
| (b) | Name of Issuer:
REGIONAL HEALTH PROPERTIES, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
1050 Crown Pointe Parkway, Suite 720, Atlanta,
GEORGIA
, 30338. | |
Item 1 Comment:
This Amendment No. 13 to Schedule 13D (this "Amendment") amends certain information contained in the Schedule 13D filed jointly by Charles Frischer and the Libby Frischer Family Partnership, a New York partnership, on January 26, 2018, as amended by Amendment No. 1 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on August 27, 2018, as amended by Amendment No. 2 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on December 3, 2018, as amended by Amendment No. 3 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on January 2, 2018, as amended by Amendment No. 4 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on December 4, 2019, as amended by Amendment No. 5 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on June 2, 2021, as amended by Amendment No. 6 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on July 1, 2021, as amended by Amendment No. 7 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on March 7, 2022, as amended by Amendment No. 8 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on December 7, 2022, as amended by Amendment No. 9 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on January 17, 2023, as amended by Amendment No. 10 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on June 20, 2023, as amended by Amendment No. 11 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on February 17, 2024, as amended by Amendment No. 12 to the Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on February 19, 2025 with respect to their interests in shares of 12.5% Series B Cumulative Redeemable Preferred Stock, no par value ("Series B Preferred Shares"), and Common Stock, no par value ("Common Shares"), of Regional Health Properties, Inc., a Georgia corporation (the "13D"). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is amended as follows: On June 18, 2025, Charles Frischer sent a letter to the Board of Directors of the Issuer (the "Board"), in response to an offer to purchase assets of the Issuer, submitted to the Board on May 6, 2025 (the "Purchase Offer"). In such letter, Mr. Frischer expressed his displeasure that Brent Morrison, the Chief Executive Officer of the Issuer has not engaged with the potential buyer regarding the Purchase Offer and urged the Board to begin negotiations relating to the Purchase Offer, as such offer reflects a 99% premium to the Common Share price. A copy of Mr. Frischer's letter is attached as an Exhibit to this Amendment. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1. Joint Filing Agreement, incorporated by reference to Exhibit 1 to the 13D. 2. Letter to the Issuer dated June 18, 2025 - filed herewith. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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