Primis Financial Corp. Faces Nasdaq Delisting Warning

TL;DR

Nasdaq's threatening to kick Primis off the exchange if they don't boost their stock price by May '25.

AI Summary

Primis Financial Corp. announced on November 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 May 19, 2025, to regain compliance.

Why It Matters

This notice indicates potential delisting from Nasdaq, which could negatively impact 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 specified timeframe.

Key Numbers

• May 19, 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 Market
• November 21, 2024 (date) — Date of Notice
• May 19, 2025 (date) — Compliance Deadline

FAQ

Filing Documents

• tm2429712d1_8k.htm (8-K) — 34KB
• tm2429712d1_ex99-1.htm (EX-99.1) — 13KB
• tm2429712d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-24-123766.txt ( ) — 232KB
• frst-20241121_lab.xml (EX-101.LAB) — 33KB
• frst-20241121_pre.xml (EX-101.PRE) — 22KB
• frst-20241121.xsd (EX-101.SCH) — 3KB
• tm2429712d1_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") 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, 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 Securities and Exchange Commission (the "SEC"). On November 21, 2024, the Company received an additional notice (the "Additional Notice") from Nasdaq stating that, because the Company has not filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (together with the Q2 Form 10-Q, the "Form 10-Qs"), and because the Company remains delinquent in filing the Q2 Form 10-Q, the Company remains noncompliant with Nasdaq Listing Rule 5250(c)(1). The Additional Notice also required that, pursuant to Listing Rule 5810(d) and 5810(b), the Company submit an update to the Nasdaq Hearings Panel (the "Panel") no later than November 28, 2024. As previously disclosed in the Current Report on Form 8-K filed on October 9, 2024, the Company did not regain compliance within the expiration of the 180-day extension that was previously granted by Nasdaq, and as a result, on October 3, 2024, the Company received notice from Nasdaq that the Company's shares would be delisted. On October 8, 2024, the C

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 27, 2024, the Company issued a press release regarding its receipt of the Additional 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

Financial Statements and Exhibits

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

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View this 8-K filing on SEC EDGAR