8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2023

SunLink Health Systems Inc.

(Exact name of Registrant as Specified in Its Charter)

Georgia	001-12607	31-0621189
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
900 Circle 75 Parkway Suite 690
Atlanta, Georgia		30339
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 770 933-7000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares without par value Preferred Share Purchase Rights	SYY	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On November 10, 2023, the Company’s subsidiary, Crown Healthcare Investments, LLC, signed an agreement with Progressive Health Group, LLC (“Buyer”) for the sale of the subsidiary that owns and operates Trace Regional Medical Center, which includes a hospital, skilled nursing facility and three (3) patient clinics in Chickasaw County, MS, for approximately $8,000,000 (the “Sale”). The Sale is subject to, among other things, the Buyer’s satisfactory completion of its due diligence investigation and a number of customary closing conditions.

Item 8.01 Other Events.

On November 13, 2023, the Company issued a press release announcing the Sale and that it will delay its filing with the U. S. Securities and Exchange Commission of its quarterly report on Form 10-Q for the period ended September 30, 2023, which is due by November 14, 2023, by five days, in accordance with its filing of a Form 12b-25. A copy of the referenced press release is attached as Exhibit 99.1 hereto and is incorporated by reference.

  Item 9.01. Financial Statements and Exhibits.

Exhibits The following exhibit is filed with this report:

EXHIBIT 99.1 – SunLink Health Systems Reaches Agreement for Sale of Trace Regional Medical Center

EXHIBIT 104 – Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SUNLINK HEALTH SYSTEMS, INC.
Date:	November 14, 2023	/s/ Robert M. Thornton, Jr.
		Robert M. Thornton, Jr.
		Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASENEWS RELEASE

Contact:

Robert M. Thornton, Jr.

Chief Executive Officer

(770) 933-7004

SUNLINK HEALTH SYSTEMS REACHES AGREEMENT FOR SALE OF TRACE REGIONAL MEDICAL CENTER

Atlanta, GA (November 13, 2023) – – SunLink Health Systems, Inc. (NYSE: American: SSY) today announced that its subsidiary, Crown Healthcare Investments, LLC, has signed an agreement with Progressive Health Group, LLC (“Buyer”) for the sale of the subsidiary that owns and operates Trace Regional Medical Center, which includes a hospital, skilled nursing facility and three (3) patient clinics in Chickasaw County, MS, for approximately $8,000,000. The sale is subject to, among other things, the Buyer’s satisfactory completion of its due diligence investigation and a number of customary closing conditions. The company expects to recognize a pre-tax gain of approximately $1,700,000 on the transaction, which is scheduled to close on December 15, 2023. The transaction will therefore be reported in SunLink Health Systems, Inc.’s second fiscal quarter. The proceeds of the sale of approximately $7,500,000, after payment of closing costs, will be used for general corporate purposes.

As a result of the Company’s agreement on November 10, 2023 to sell Trace Regional Medical Center, SunLink Health Systems, Inc. will delay its filing with the U. S. Securities and Exchange Commission (“SEC”) of its quarterly report on Form 10-Q for the period ended September 30, 2023, which is due by November 14, 2023. Because of the sale date, the Company needs additional time to prepare its financial statements for the quarterly period ended September 30, 2023. A Form 12b-25 will be filed with the SEC which allows for an automatic extension of five calendar days to file the Form 10-Q and have it be considered a timely filing. SunLink Health Systems, Inc. intends to file its Form 10-Q report of the quarterly period ended September 30, 2023 by the end of the five calendar day extension period.

SunLink Health Systems, Inc. is the parent company of subsidiaries that own and operate healthcare properties and businesses in the Southeast. Each of the Company’s businesses is operated locally with a strategy of linking patients’ needs with healthcare professionals. For additional information on SunLink Health Systems, Inc., please visit the Company’s website.

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding the company’s business strategy. These forward-looking statements are subject to certain risks, uncertainties, and other factors, which could cause actual results, performance, and achievements to differ materially from those anticipated. Certain of those risks, uncertainties and other factors are disclosed in more detail in the company’s Annual Report on Form 10-K for the year ended June 30, 2023 and other filings with the Securities and Exchange commission which can be located at www.sec.gov.

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Document and Entity Information	Nov. 10, 2023
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 10, 2023
Entity Registrant Name	SunLink Health Systems Inc.
Entity Incorporation, State or Country Code	GA
Entity File Number	001-12607
Entity Tax Identification Number	31-0621189
Entity Address, Address Line One	900 Circle 75 Parkway
Entity Address, Address Line Two	Suite 690
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30339
City Area Code	770
Local Phone Number	933-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000096793
Common Stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Common Shares without par value
Trading Symbol	SYY
Security Exchange Name	NYSEAMER
Right [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NONE
No Trading Symbol Flag	true