| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Series D 8% Cumulative Redeemable Participating Preferred Stock |
| (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 Schedule 13D relates to shares of Series D 8% Cumulative Redeemable Participating Preferred Stock, no par value (the "Shares") of Regional Health Properties, Inc., a Georgia corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia 30338. |
| Item 2. | Identity and Background |
|
| (a) | This statement is being filed by Charles Frischer, an individual. |
| (b) | The principal business address of each of the filers is 3156 East Laurelhurst Drive, NE, Seattle, WA 98105. |
| (c) | The principal business of Charles Frischer is private investing. |
| (d) | During the past five years, the Reporting Person has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (e) | During the past five years, the Reporting Person has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | Mr. Frischer is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The total consideration required to acquire the Shares acquired by Mr. Frischer was (i) $76,585.86 in cash and (ii) 169,544 shares of common stock of SunLink Health Systems, Inc. ("SunLink") which were converted into Shares as part of the merger of SunLink with and into the Issuer (the "Merger"). |
| Item 4. | Purpose of Transaction |
| | Mr. Frischer acquired the Shares reported herein with a view to making a profit on his or its investment. Mr. Frischer intends to review his investment in the Issuer on a continuing basis and may engage in discussions with management, the Issuer's board of directors, other shareholders of the Issuer and other relevant parties concerning the Issuer's business, operations, governance, management, strategy and future plans. Depending on various factors including, without limitation, the Issuer's financial position, future actions taken by the Issuer's board of directors, price levels of the Shares, other available investment opportunities, conditions in the securities market and general economic and industry conditions, Mr. Frischer may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking representation on the Issuer's board of directors, changes in management of the Issuer and potential strategic transactions by the Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Schedule 13D, Mr. Frischer owns 138,300 Shares representing approximately 9.8% of the outstanding Shares. The percentages set forth above and on the cover page hereto represent percentages of the outstanding Shares based on a total of 1,408,120 Shares outstanding at August 14, 2025 as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2025.
Mr. Frischer has sole voting power and sole investment power with respect to 138,300 Shares. |
| (b) | As of the date of this Schedule 13D, Mr. Frischer owns 138,300 Shares representing approximately 9.8% of theoutstanding Shares. The percentages set forth above and on the cover page hereto represent percentages of theoutstanding Shares based on a total of 1,408,120 Shares outstanding at August 14, 2025 as reported in the Issuer'sCurrent Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2025.
Mr. Frischer has sole voting power and sole investment power with respect to 138,300 Shares. |
| (c) | All but 18,499 of the Shares were issued by the Issuer in connection with the Merger. 18,499 Shares were purchased in a market transaction on August 15, 2025 for a purchase price of $4.14 per share. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Except as otherwise provided in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among any of the Reporting Persons and between the Reporting Persons and any persons with respect to any securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | None |
(a)