SunLink Health Systems Receives NYSE American Notice of Delisting Concern

07/07/2025 – 06:06 PM

SunLink Health Systems Faces NYSE American Scrutiny Over Missed Annual Meeting

ATLANTA–(BUSINESS WIRE)– SunLink Health Systems, Inc. (“SunLink”) (NYSE American: SSY) announced today that it received a deficiency letter from the NYSE American LLC (“NYSE American”). The notification, dated Thursday, July 3, 2025, cites SunLink’s failure to convene its annual stockholder meeting for the fiscal year ending June 30, 2025, a direct contravention of Section 704 of the NYSE American Company Guide.

This missive, while serious, does not immediately jeopardize SunLink’s stock listing. The common stock will continue to trade on the NYSE American during a grace period. However, it will be flagged with a “.BC” indicator, signaling a temporary dip in compliance. This designation will be lifted once SunLink rectifies the situation and meets continued listing standards.

The situation is also unlikely to derail SunLink’s proposed merger with Regional Health Properties, Inc., a Georgia-based corporation. This significant transaction is slated for a shareholder vote at a special meeting scheduled for July 29, 2025, at the Hyatt House Hotel in Atlanta.

Should the merger agreement face termination for any reason, including a lack of necessary shareholder approvals from either party, SunLink is committed to holding its annual meeting by June 30, 2026, to regain full compliance with the Company Guide. The current merger agreement allows for termination by either SunLink or Regional under specific conditions, including if the merger doesn’t close by August 11, 2025.

**OFFERING NO SOLICITATION**

This press release is not an offer to sell or a solicitation of an offer to buy any securities. It also does not solicit any proxy votes or approvals. Any securities sale would be unlawful in jurisdictions where such activity is prohibited before registration or qualification under applicable securities laws. Securities offers will exclusively be made through a prospectus compliant with Section 10 of the Securities Act of 1933, as amended.

**ADDITIONAL INFORMATION VITAL FOR INVESTORS**

Both SunLink and Regional shareholders will have the opportunity to vote on the proposed merger. Regional has already filed a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC). This filing includes a joint proxy statement/prospectus containing crucial details about the merger for both companies’ shareholders.

INVESTORS ARE STRONGLY ADVISED TO REVIEW THE REGISTRATION STATEMENT AND THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS, ALONG WITH ANY OTHER RELEVANT SEC FILINGS AND THEIR AMENDMENTS. THESE DOCUMENTS CONTAIN, OR WILL CONTAIN, ESSENTIAL INFORMATION REGARDING THE PROPOSED MERGER.

Prospective investors can access copies of the joint proxy statement/prospectus, as well as other public filings related to SunLink and Regional, free of charge via the SEC’s website (http://www.sec.gov) or directly from SunLink’s investor relations page (http://www.sunlinkhealth.com) and Regional’s investor relations portal (http://www.regionalhealthproperties.com).

SunLink is actively distributing the joint proxy statement/prospectus to shareholders entitled to vote on the merger. For those who wish to obtain a physical copy, requests can be directed to Investor Relations at SunLink Health Systems, Inc. or Regional Health Properties, Inc.

SunLink and Regional, along with their respective directors and executive officers, may be considered active participants in the proxy solicitation process for the upcoming merger. Detailed information on SunLink’s leadership is available in its Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended June 30, 2024. Similarly, Regional’s leadership profiles are outlined in its Annual Report on Form 10-K for the year ended December 31, 2024, with both companies committed to updating this information in subsequent SEC filings. Investors are encouraged to review the joint proxy statement/prospectus for comprehensive details on the interests of these participants and any other potentially involved parties.

**Cautionary Note on Forward-Looking Statements**

This press release contains forward-looking statements, as defined by federal securities laws. These statements, often identified by words like “believe,” “anticipate,” “expect,” and future verb tenses, cover aspects such as the anticipated timing and benefits of the proposed merger, business plans, growth strategies, and SunLink’s ability to meet NYSE American listing requirements.

However, these statements are subject to significant risks, assumptions, and uncertainties that could cause actual results to diverge materially. These include, but are not limited to:

Potential litigation against either company or their respective leadership, which could incur substantial costs and lead to unexpected adverse outcomes, potentially impacting the merger’s timely completion.
The critical need for shareholder approvals from both SunLink and Regional, and the ability to finalize the merger within the projected timeline.
SunLink’s imperative to meet NYSE American continued listing requirements, Regional’s adherence to OTCQB standards, and Regional’s capacity to satisfy NYSE American initial listing criteria post-merger, alongside maintaining securities listings.
The possibility that integrating the businesses of Regional and SunLink may prove more challenging, time-consuming, or costly than initially anticipated.
The potential for revenue synergies and cost savings from the merger to fall short of expectations or to be realized on a delayed schedule.
Lower-than-projected revenues following the merger.
Disruptions to customer, vendor, and employee relationships, as well as general business operations, stemming from the merger.
Unforeseen shifts in economic and business conditions.
The impact of epidemics, pandemics, or other infectious disease outbreaks.
Worsening geopolitical instability and uncertainty.
Changes in monetary and fiscal policies, and the regulatory landscape.
Intensified competition within the healthcare sector.
Regional’s reliance on the operational success of its various operators.
The magnitude of Regional’s indebtedness and its capacity to service it.
Restrictive covenants in Regional’s debt agreements that could hinder investments, incurrence of additional debt, or refinancing on favorable terms.
The effects of increased healthcare regulation and enforcement on Regional’s operators, and their dependence on reimbursements from governmental and third-party payors.
The inherent illiquidity of real estate investments.
The financial strain from litigation and rising insurance costs on Regional’s operators.
The risk of Regional’s operators declaring bankruptcy, becoming insolvent, or defaulting on rent payments.
The potential for bankrupt operators to reject lease obligations, hinder rent or interest collection, and retain security deposits.
Regional’s ability to secure replacement operators and the impact of unanticipated costs associated with acquiring new properties.
Other risks detailed in SunLink’s Form 10-K (for the year ended June 30, 2024) and Regional’s Form 10-K (for the year ended December 31, 2024), and other subsequent filings with the SEC.

SunLink and Regional disclaim any obligation to update these forward-looking statements, whether in writing or orally. Past performance is not indicative of future results, whether the merger is completed or not.

SunLink Health Systems, Inc. operates a pharmacy and an information technology business primarily in the Southeast. Further details about SunLink Health Systems, Inc. are available on the company’s website.

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These factors are further discussed in SunLink’s Form 10-K and other SEC filings, accessible at www.sec.gov.

SunLink Health Systems Receives NYSE American Notice of Delisting Concern