Primis Financial Corp. Faces Nasdaq Delisting Threat

TL;DR

Nasdaq says Primis Financial Corp. stock price too low, needs to fix by Feb 2025 or get booted.

AI Summary

Primis Financial Corp. announced on August 21, 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 February 17, 2025, to regain compliance. If compliance is not achieved, Primis Financial Corp. may be delisted from Nasdaq.

Why It Matters

Failure to meet Nasdaq's minimum bid price could lead to delisting, impacting the stock's liquidity and investor confidence.

Risk Assessment

Risk Level: medium — The company is at risk of delisting from Nasdaq if it cannot meet the minimum bid price requirement within the given timeframe.

Key Numbers

• February 17, 2025 — Compliance Deadline (The date by which Primis Financial Corp. must regain compliance with Nasdaq's minimum bid price rule.)

Key Players & Entities

• Primis Financial Corp. (company) — Registrant
• The Nasdaq Stock Market LLC (company) — Listing Exchange
• February 17, 2025 (date) — Compliance Deadline
• August 21, 2024 (date) — Notice Date

FAQ

Filing Documents

• tm2422813d1_8k.htm (8-K) — 33KB
• tm2422813d1_ex99-1.htm (EX-99.1) — 14KB
• tm2422813d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-24-093485.txt ( ) — 232KB
• frst-20240821.xsd (EX-101.SCH) — 3KB
• frst-20240821_lab.xml (EX-101.LAB) — 33KB
• frst-20240821_pre.xml (EX-101.PRE) — 22KB
• tm2422813d1_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, the Notification of Late Filing on Form 12b-25 filed on May 13, 2024, and the Notification of Late Filing on Form 12b-25 filed on August 12, 2024 by Primis Financial Corp. (the "Company"), with the 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"), its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "First Quarter Form 10-Q"), and its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the "Second Quarter Form 10-Q") in connection with the restatement of certain financial statements due to the consultation process with the Office of the Chief Accountant of the Securities and Exchange Commission. On August 21, 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 Second Quarter Form 10-Q and its continued delay in filing its First Quarter Form 10-Q and 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. Pursuant to the Notice, Nasdaq previously granted the Company's plan to regain compliance (the "Plan") and has granted the Company until September 30, 2024 to file its 2023 Form 10-K, First Quarter Form 10-Q and Second Quarter Form 10-Q. The Company intends to submit to Nasdaq an update to its Plan in accordance with the Notice no later than September 5, 2024. The Notice has no immediate effect on the listing

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 27, 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 statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange

forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, about the Company that 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, First Quarter Form 10-Q and Second 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 statements contained in this report are based on management's current expectations, which are subject to uncertainty, risks and 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 include, but are not limited to, risks related to the timely and correct completion of the financial statements and related filings the risk that the completion and filing of the periodic reports will take significantly longer than expected and will not be completed in a timely manner identification of any inaccuracies in our financial reporting that requires restatements of previously issued financial statements; the risk that any restatements may subject us to unanticipated costs or regulatory penalties and could cause investors to lose confidence in the accuracy an

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated August 27, 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 August 27, 2024 Matthew Switzer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR