Amended Statement of Beneficial Ownership (sc 13d/a)
June 21 2023 - 6:05AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
_______________________
REGIONAL HEALTH
PROPERTIES, INC.
(Name of Issuer)
10.875% Series A Cumulative Redeemable Preferred
Stock
(Title of Class of Securities)
75903M200
(CUSIP Number of Class
of Securities)
_______________________
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)
June 20, 2023
(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 which 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 ☐.
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover 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).
| (continued on next page(s)) |
Page 1
of 5 |
13D
| CUSIP No. 75903M200 |
Page 2 of 5 |
| 1 |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charles Frischer
I.R.S. I.D. No.
|
|
| 2 |
Check the Appropriate Box if a Member of a Group *
|
(a) ☒
(b) ☐
|
| 3 |
SEC Use Only
|
|
| 4 |
Sources of Funds *
PF |
|
| 5 |
Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
|
☐ |
| 6 |
Citizenship or Place of Organization
USA |
|
|
Number of Shares Beneficially Owned
by Each Reporting
Person With |
7 |
Sole Voting Power
468,673
|
|
| 8 |
Shared Voting Power
- 0 - |
|
|
9
|
Sole Dispositive Power
468,673
|
|
|
10
|
Shared Dispositive Power
- 0 - |
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
468,673
|
|
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
|
☐ |
|
13
|
Percent of Class Represented by Amount in Row (11)
16.7%
|
|
| 14 |
Type of Reporting Person*
IN |
|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
| CUSIP No. 75903M200 |
Page 3 of 5 |
| 1 |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Libby Frischer Family Partnership
I.R.S. I.D. No.
|
|
| 2 |
Check the Appropriate Box if a Member of a Group *
|
(a) ☒
(b) ☐
|
| 3 |
SEC Use Only
|
|
| 4 |
Sources of Funds *
WC |
|
| 5 |
Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
|
☐ |
| 6 |
Citizenship or Place of Organization
USA |
|
|
Number of Shares Beneficially Owned
by
Each Reporting
Person With |
7 |
Sole Voting Power
11,000 |
|
| 8 |
Shared Voting Power
- 0 - |
|
|
9
|
Sole Dispositive Power
11,000 |
|
|
10
|
Shared Dispositive Power
- 0 - |
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,000 |
|
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
|
☐ |
|
13
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
|
| 14 |
Type of Reporting Person*
PN |
|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
| CUSIP No. 75903M200 |
Page 4 of 5 |
This Amendment No. 10 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, and as amended by Amendment No. 9 to Schedule 13D filed by Charles Frischer and the Libby
Frischer Family Partnership on January 17, 2023 with respect to their interests in shares of 10.875% Series A Cumulative Redeemable Preferred
Stock, no par value 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 by adding the following
paragraph:
The Reporting Persons have determined that they
believe that, while not perfect, the Exchange Offer proposed by the Issuer as filed on May 25, 2023 (the “Exchange Offer”)
is the best option for Series A Preferred holders. The Reporting Persons have elected to support the Exchange Offer due to the improvements
made for Series A Preferred holders and have already voted their Series A Preferred Shares and Common Shares in favor of the Exchange
Offer. Mr. Frischer owns, and or controls, 479,673 Series A Preferred Shares, or 17.01% of the outstanding Series A Preferred Shares and
has held such Shares for more than 6 years. Upon information and belief, Mr. Frischer is the largest Series A Preferred shareholder. Mr.
Frischer also controls 59,900 Common Shares, or 3.4% of that class. It is Mr. Frischer’s belief that this Exchange Offer, with the
improvements made by the Issuer for Series A Preferred holders, is fair and reasonable. Further, Mr. Frischer feels the Exchange Offer
represents an opportunity for additional liquidity for Series A Preferred shareholders and chance for holders of Common Shares to maximize
their holdings. With this Exchange Offer, Mr. Frischer believes the Issuer is in an excellent position to sell all or a portion of its
assets in order to generate capital in order to buyback preferred shares. This buyback creates significant value for both the remaining
preferred and common shareholders.
| Item 7. |
Materials to be Filed as Exhibits. |
| 1. | Joint Filing Agreement, incorporated by reference to Exhibit 1 to the 13D. |
13D
| CUSIP No. 75903M200 |
Page 5 of 5 |
Signatures
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.
Pursuant to Rule 13d-1(k),
this Schedule 13D is filed jointly on behalf of each of the Reporting Persons.
Dated as of: June 20, 2023
| |
/s/ Charles Frischer |
|
| |
Charles Frischer |
|
| |
|
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LIBBY FRISCHER FAMILY PARTNERSHIP |
|
| |
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By: |
/s/ Charles Frischer |
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Charles Frischer |
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|
General Partner |
|
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
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