Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement

As previously disclosed, on April 14, 2025, SunLink Health Systems, Inc., a Georgia corporation ("SunLink"), and Regional Health Properties, Inc., a Georgia corporation ("Regional"), entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") pursuant to which SunLink will merge with and into Regional (the "Merger"), with Regional surviving the Merger as the surviving corporation. The Merger Agreement provides that it may be terminated if the effective time of the Merger shall not have occurred by 5:00 p.m., Eastern time, on June 30, 2025 ("Termination Date").

On June 22, 2025, SunLink and Regional entered into an Amendment to Amended and Restated Agreement and Plan of Merger (the "Amendment") pursuant to which Regional and SunLink each agreed to extend the "Termination Date" until 5:00 p.m., Eastern time, on August 11, 2025 and make a clarifying clean-up change. SunLink and Regional acknowledge in the Amendment that the Regional Shareholder Approval (as defined in the Merger Agreement, as amended by the Amendment) and the SunLink Shareholder Approval (as defined in the Merger Agreement, as amended by the Amendment) have not been obtained and that Regional and SunLink have reasonably determined that such outstanding approvals will not be obtained by 5:00 p.m., Eastern time, on June 30, 2025. In light of these outstanding approvals, Regional and SunLink determined to approve the Amendment. As amended, the Merger Agreement may be terminated by each of Regional and SunLink under certain circumstances, including if the Merger is not consummated by 5:00 p.m., Eastern time, on August 11, 2025.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.