SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 13D

under the Securities Exchange Act of 1934

(Amendment No. 5)

_______________________

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

4404 52nd Avenue NE

Seattle, WA 98105

______________________________________________________________________

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 2, 2021

(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 Rule 13d-1(b)(3) or (4), 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 397,982
	8	Shared Voting Power - 0 -
	9	Sole Dispositive Power 397,982
	10	Shared Dispositive Power - 0 -
11	Aggregate Amount Beneficially Owned by Each Reporting Person 397,982
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*		☐
13	Percent of Class Represented by Amount in Row (11) 14.16%
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) Less than 1%
14	Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

13D

CUSIP No.  75903M200 Page 4 of 5

This Amendment No. 5 to Schedule 13D (this “Amendment”) amends certain information contained in the Schedule 13D filed jointly by Charles Frischer and 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 and as amended by Amendment No. 4 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on December 4, 2019 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:

On June 2, 2021, Charles Frischer sent a letter in response to the draft S-4 Registration Statement the Issuer filed on June 1, 2021 (the “Registration Statement”). In such letter, Mr. Frischer notified the Issuer of that the proposed exchange offer was woefully inadequate. A copy of Mr. Frischer’s letter is attached as an Exhibit to this Amendment.

Item 5. Interest of Securities of the Issuer.

Item 5 is amended as follows:

(a) and (b) Beneficial ownership

As of the date of this Amendment No. 5 to Schedule 13D, the Partnership directly owns 11,000 Shares representing less than 1% of the total outstanding shares. As of the date of this Schedule 13D, Mr. Frischer directly or through his IRA owns 386,982 Shares and he is the sole general partner of the Partnership. Accordingly, Mr. Frischer indirectly beneficially owns 397,982 Shares representing approximately 14.16% of the outstanding Shares. The percentages set forth above and on the cover pages hereto represent percentages of the outstanding Shares based on a total of 2,811,535 Shares outstanding on June 1, 2021, which amount is derived from amount reported in the Registration Statement on Form S-4 as of June 1, 2021.

By virtue of their status as a "group" for purposes of Rule 13d-5, each of the Reporting Persons may be deemed to have shared voting and dispositive power over the Shares owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares owned by the other Reporting Persons other than the Shares owned by the Partnership, which Mr. Frischer does not disclaim beneficial ownership.

Mr. Frischer has sole voting power and sole investment power with respect to 397,982 Shares.

13D

CUSIP No.  75903M200 Page 5 of 5

(c)       Transactions during the past sixty days

Not applicable.

(d)       Right to receive dividends or proceeds

Not applicable.

(e)       Beneficial ownership of less than five percent

Not applicable.

Item 7. Materials to be Filed as Exhibits.

99.1 Joint Filing Agreement, incorporated by reference to Exhibit 1 to the 13D

99.2 Letter to the Issuer dated June 1, 2021-Filed herewith

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 3, 2021

/s/ Charles Frischer
Charles Frischer
LIBBY FRISCHER FAMILY PARTNERSHIP
By:	/s/ Charles Frischer
	Charles Frischer
	General Partner

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-99.2

Charles Frischer

4404 52^nd Avenue NE 

Seattle, WA 98105

June 2, 2021

Mr. Brent Morrison

CEO and President

Regional Health Properties, Inc.

454 Satellite Boulevard

Suite 100

Suwanee, GA 30024

Dear Mr. Morrison:

This letter is in response to the draft S-4 Registration Statement the company filed on June 1, 2021.

As you know, I am a large owner of the 10.875% Series A Cumulative Redeemable Shares (the “Series A Preferred”). I own, and or control, 397,982 Series A Preferred shares, or 14.16% of the outstanding Series A Preferred. I have held Series A Preferred shares for more than 5 years, going back before you were even CEO. In fact, I believe I am the largest Series A Preferred shareholder based upon public filings.

There are currently 2,811,535 Series A Preferred shares outstanding. They were issued at $25 and have a liquidation preference of $25 per share plus accrued and unpaid dividends. The liquidation preference of $25 per share times 2,811,535 is $70,288,000. That does not include the accrued and unpaid dividends of $36,887,000 as of the end of 2021. So in total, by the end of this year, the Series A Preferred shares have a liquidation preference of $107,175,000, an amount which would need to be satisfied before the common shares are entitle to any proceeds from an event of liquidation. That is just the facts. Math is math.

Given the amount of the Series A Preferred liquidation preference, I have absolutely no idea why investors are willing to pay $12 per common share of the company. I can only surmise that the trading of the common stock seems to be a game for some investors of who can make money by passing a “hot potato” to the next investor. As someone who was trained in the classical Graham and Dodd School of investing, the high price of the common stock is simply beyond any reasonable understanding of company valuation, discounted cash flow analysis or the capital asset pricing model.

The proposed exchange offer by the company in their June 1, 2021 draft S-4 is so woefully unacceptable that it is simply a waste of precious capital to even try to get the SEC to approve this document. This is a complete waste of corporate funds. The company would need to obtain approval from 66.66% of all the preferred shares to enact this exchange. Without my approval, the company would need 80.82% of the remaining Series A Preferred to approve this exchange.

Regional Health is offering 1,405,768 shares of common to the preferred shareholders. With the inclusion of the existing common shares, the new share count would be 3,093,987. The Series A Preferred shareholders would therefore own 45.4% of the combined company which effectively values the company at approximately $236,000,000 after all its debt. That is the worst deal I have ever seen in my entire investing career. Therefore, this proposal is dead on arrival when it comes to my 14.16% interest in the Series A Preferred. I am not suggesting how other Series A Preferred shareholders would vote, but I trust they can do math as well as I can.

Please focus on generating value for the company and its shareholders and not wasting valuable company resources with some pie in the sky attempt to snooker the Series A Preferred shareholders.

Sincerely,

 

Charles Frischer