Primis Financial Corp. Faces Nasdaq Delisting Warning

TL;DR

Nasdaq says PFLT stock price too low, needs to fix by Nov 11 or get booted.

AI Summary

Primis Financial Corp. announced on May 16, 2024, that it received a notice from The Nasdaq Stock Market LLC regarding its failure to meet the minimum bid price requirement for continued listing. The company has a compliance period until November 11, 2024, to regain compliance by increasing its bid price to at least $1.00 per share.

Why It Matters

This filing indicates potential delisting from Nasdaq, which could negatively impact the company's stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — Failure to meet the minimum bid price requirement poses a significant risk of delisting from the Nasdaq Stock Market.

Key Numbers

• $1.00 — Minimum Bid Price (Required to regain Nasdaq listing compliance)

Key Players & Entities

• Primis Financial Corp. (company) — Registrant
• The Nasdaq Stock Market LLC (company) — Listing Market
• May 16, 2024 (date) — Date of notice
• November 11, 2024 (date) — Compliance deadline
• $1.00 (dollar_amount) — Minimum bid price requirement

FAQ

Filing Documents

• tm2415062d1_8k.htm (8-K) — 31KB
• tm2415062d1_ex99-1.htm (EX-99.1) — 11KB
• tm2415062d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-064322.txt ( ) — 227KB
• frst-20240516.xsd (EX-101.SCH) — 3KB
• frst-20240516_lab.xml (EX-101.LAB) — 33KB
• frst-20240516_pre.xml (EX-101.PRE) — 22KB
• tm2415062d1_8k_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on March 18, 2024, Amendment No. 1 filed April 1, 2024, and in the Notification of Late Filing on Form 12b-25 filed on May 13, 2024 by Primis Financial Corp. (the "Company"), with the U.S. Securities and Exchange Commission ("SEC"), the Company determined that it required additional time to complete its Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K") and its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "First Quarter Form 10-Q") in connection with the restatement of certain financial statements and ongoing "pre-clearance" process with the Office of the Chief Accountant of the Securities and Exchange Commission. On May 16, 2024, the Company received a notice (the "Notice") from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq"), which indicated that, as a result of the Company's delay in filing its First Quarter Form 10-Q and its continued delay in filing its 2023 Form 10-K, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Listing Rule"), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC. As previously disclosed in the Company's Current Report on Form 8-K filed on April 9, 2024, the Company received a separate delinquency notification (the "Initial Notice") from the Staff of Nasdaq advising the Company that due to the failure to timely file its 2023 Form 10-K, the Company is not in compliance with the Listing Rule. In the Initial Notice, Nasdaq provided the Company 60 days, or until June 3, 2024, to submit a plan (the "Plan"), to regain compliance with the Listing Rule. If Nasdaq accepts the Company's plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from th

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 22, 2024, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1. The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Item 7.01 and Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Current Report on Form 8-K are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "intend," "may," "plan," "should," "will," or the negative of these words or other similar terms or expressions. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the Company's ability to complete the filing of the 2023 Form 10-K and First Quarter Form 10-Q within a specific time period and to regain compliance with the Listing Rule, Nasdaq granting the Company any relief to regain compliance, and whether the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Important factors that could cause the Company's actual results to differ materially from those indicated in the forward-looking statements are more fully discussed in the Company's periodic filings with the SEC, including the risk factors described under the heading "Risk Factors" in the Company's annual report on Form 10-K for the year ended December 31, 2022, and other documents subsequently filed with the SEC. The forward-looking statements in this Current Report on Form 8-K are based upon information available to the Company as of the date of this Current Report on Form 8-K, and while the Company believes such information forms a reasonable basis for such s

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated May 22, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PRIMIS FINANCIAL CORP. By: /s/ Matthew A. Switzer May 22, 2024 Matthew Switzer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR