8-K: Primis Financial Corp. Faces Nasdaq Delisting Notice Due to Late Financial Filings

Primis Financial Corp. received a delisting notice from Nasdaq due to delays in filing its 2023 annual report and first quarter 2024 report.

Summary

• Primis Financial Corp. has received a notice from Nasdaq stating that the company is not in compliance with listing rules due to the delayed filing of its 2023 annual report (Form 10-K) and first quarter 2024 report (Form 10-Q).
• This notice follows a previous delinquency notification related to the late filing of the 2023 Form 10-K.
• The company has until June 3, 2024, to submit a plan to Nasdaq to regain compliance.
• If the plan is accepted, Nasdaq may grant the company up to 180 days from the original due date of the 2023 Form 10-K, or until September 30, 2024, to file the report.
• The company is working to complete the filings as soon as possible, subject to a pre-clearance process with the SEC.
• As of March 31, 2024, Primis had $3.9 billion in total assets, $3.2 billion in total loans, and $3.3 billion in total deposits.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the delisting notice and the company's failure to meet filing deadlines. The ongoing restatement of financial statements adds to the uncertainty.

Positives

• The notice has no immediate effect on the listing of the company's securities on Nasdaq.
• The company is actively working to complete the required filings and regain compliance.
• Primis has a substantial asset base with $3.9 billion in total assets.

Negatives

• The company is not in compliance with Nasdaq listing rules due to the delayed financial filings.
• There is a risk of delisting if the company fails to submit an acceptable plan or meet the extended deadline.
• The company has had multiple delays in filing its financial reports.

Risks

• The company faces the risk of delisting from Nasdaq if it does not regain compliance with listing rules.
• The pre-clearance process with the SEC could further delay the filing of the financial reports.
• There is uncertainty regarding whether Nasdaq will accept the company's plan to regain compliance.
• The company's financial statements are being restated, which indicates potential issues with previous reporting.

Future Outlook

The company intends to submit a plan to Nasdaq by June 3, 2024, to regain compliance and is working to file its 2023 Form 10-K and First Quarter Form 10-Q as soon as practicable, subject to pre-clearance.

Management Comments

• The company is working diligently to complete its Annual Report and Quarterly Report.
• The company plans to file its Annual Report and Quarterly Report as promptly as practicable, subject to completion of the pre-clearance process.

Industry Context

The delay in financial reporting is a significant issue for any publicly traded company, and this notice from Nasdaq highlights the importance of timely and accurate financial disclosures. This situation could impact investor confidence and potentially lead to increased scrutiny from regulators.

Comparison to Industry Standards

• Timely filing of financial reports is a standard requirement for all companies listed on Nasdaq, including peers such as community and regional banks.
• Companies like First National Corporation (FXNC) and Blue Ridge Bankshares, Inc. (BRBS) are examples of regional banks that are expected to meet these filing deadlines.
• Failure to meet these deadlines can lead to delisting, which is a significant negative outcome for any public company.

Stakeholder Impact

• Shareholders face the risk of delisting and potential loss of investment value.
• Employees may experience uncertainty due to the company's financial reporting issues.
• Customers and suppliers may have concerns about the company's stability.

Next Steps

• The company must submit a plan to Nasdaq by June 3, 2024, to regain compliance.
• The company needs to complete and file its 2023 Form 10-K and First Quarter Form 10-Q as soon as possible.
• The company must complete the pre-clearance process with the SEC.

Key Dates

Keywords

delisting, Nasdaq, financial reporting, compliance, Form 10-K, Form 10-Q, SEC, Primis Financial Corp, restatement