Primis Financial Corp. Faces Delisting, Considers Listing Transfer

TL;DR

Primis Financial Corp. stock delisted from Nasdaq, exploring new listing options.

AI Summary

Primis Financial Corp. filed an 8-K on October 9, 2024, reporting a notice of delisting or failure to satisfy continued listing rules. The company's common stock was previously suspended from trading on the Nasdaq Capital Market, and the filing indicates a transfer of listing is being considered. The report also includes Regulation FD disclosures and financial statements.

Why It Matters

This filing signals significant challenges for Primis Financial Corp.'s stock trading status, potentially impacting investor confidence and liquidity.

Risk Assessment

Risk Level: high — The company has received a notice of delisting or failure to satisfy continued listing rules, indicating severe financial or operational distress.

Key Players & Entities

• Primis Financial Corp. (company) — Registrant
• Nasdaq Capital Market (company) — Exchange where stock was suspended
• Virginia (location) — State of incorporation
• October 3, 2024 (date) — Earliest event reported date
• October 9, 2024 (date) — Date of report

FAQ

Filing Documents

• tm2425886d1_8k.htm (8-K) — 33KB
• tm2425886d1_ex99-1.htm (EX-99.1) — 14KB
• tm2425886d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-24-107373.txt ( ) — 232KB
• frst-20241003.xsd (EX-101.SCH) — 3KB
• frst-20241003_lab.xml (EX-101.LAB) — 33KB
• frst-20241003_pre.xml (EX-101.PRE) — 22KB
• tm2425886d1_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 Current Reports on Form 8-K filed on April 9, 2024, May 22, 2024 and August 27, 2024 by Primis Financial Corp. (the "Company"), the Company received notices from The Nasdaq Stock Market LLC ("Nasdaq") indicating that, as a result of the Company's delay in filing its Annual Report on Form 10-K for the year ended December 31, 2023 (the "Form 10-K") and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 (the "Q1 Form 10-Q") and June 30, 2024 (the "Q2 Form 10-Q" and together with the Q1 Form 10-Q, the "Form 10-Qs") in connection with the restatement of certain financial (the "SEC"), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Listing Rules"), which requires listed companies to timely file all periodic reports with the SEC. The Company did not regain compliance within the expiration of the 180-day "exception period" that was previously granted by Nasdaq. While the Company does not anticipate that the Company's securities will be delisted or suspended from trading per conversations with Nasdaq and due to the delay in filing the Form 10-K and Form 10-Qs being an accounting-related matter, on October 3, 2024, the Company received notice (the "Notice") from Nasdaq that the Company's shares would be delisted at the opening of business on October 14, 2024 unless the Company requests an appeal of such determination by October 10, 2024. The Notice has no immediate effect on the listing of the Company's securities on Nasdaq. On October 8, 2024, the Company appealed Nasdaq's determination in accordance with the procedures set forth in the Nasdaq Listing Rules and requested a hearing (the "Hearing Request") before a Nasdaq Hearings Panel (the "Panel"). The Hea

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 9, 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. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a further material delay in the Company's financial reporting, including as a result of unanticipated factors or factors that the Company currently believes will not cause delay that could cause further delay; the possibility that the ongoing review may identify additional errors or control deficiencies in the Company's accounting practices; the risk that any restatements may subject us to unanticipated costs or regulatory penalties and could cause investors to lose confidence in the accuracy and completeness of our financial statements; the likelihood that the control deficiencies identified or that may be identified in the future will result in additional material weaknesses in the Company's internal control over financial reporting; the possibility that the Company is unable to regain compliance with, or thereafter continue to comply with, the Nasdaq Listing Rules, or experience violations of additional Listing Rules; the possibility that Nasdaq may deny the Company's appeal and delist the Company's securities; the preliminary nature of the financial information contained herein and the possibility that such results could materially change as they are finalized and audited; the risk of investigations or ac

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated October 9, 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 October 9, 2024 Matthew Switzer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR