Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 1, 2021, Regional Health Properties, Inc. (the "Company") issued to (i) Brent Morrison, the Company's Chief Executive Officer and President, 24,000 shares of restricted common stock, which vest with respect to one-half of such shares on each of January 1, 2023 and January 1, 2024 (the "Morrison Award"); and (ii) Benjamin Waites, the Company's Chief Financial Officer, a ten-year incentive stock option to purchase 24,000 shares of common stock, with an exercise price of $4.51 per share and which vests with respect to one half of such shares on each of January 1, 2023 and January 1, 2024 (the "Waites Award" and, together with the Morrison Award, the "Awards"). The Awards were granted pursuant to the terms and the provisions of the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the "Plan") and were disclosed on the Company's Current Report on Form 8-K filed on July 8, 2021.

The Morrison Award agreement is on the form of Restricted Common Stock Award Agreement approved by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"), which form was filed as Exhibit 4.8 to the Company's Quarterly Report for the quarter ended March 31, 2021. The Waites Award agreement is attached hereto as Exhibit 99.1. The Waites Award agreement is on the form of Incentive Stock Option Award Agreement approved by the Compensation Committee, which form is attached hereto as Exhibit 99.2.

Item 9.01Financial Statements and Exhibits.





(d)Exhibits



Exhibit 99.1   Incentive Stock Option Award Agreement between Regional Health
Properties, Inc. and Benjamin Waites, dated as of January 1, 2022.

Exhibit 99.2 Form of Incentive Stock Option Award Agreement (pursuant to the

Regional Health Properties, Inc. 2020 Equity Incentive Plan).

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL


            document).









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