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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 4, 2024
PRIMIS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Virginia | 001-33037 | 20-1417448 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1676 International Drive, Suite 900
McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
(703) 893-7400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchanged on which registered | ||
| COMMON STOCK | FRST | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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 and Amendment No. 1 filed April 1, 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”) 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, and expected to receive notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1).
On April 4, 2024, the Company received a notice (the “Notice”) from Nasdaq, which indicated that, as a result of the Company’s delay in filing the 2023 Form 10-K, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC.
The Notice states that the Company has 60 calendar days from the date of the Notice, or until June 3, 2024, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of its 2023 Form 10-K, or until September 30, 2024, to file its 2023 Form 10-K to regain compliance. The Notice has no immediate effect on the listing of the Company’s securities on Nasdaq.
The Company continues to work diligently to complete its 2023 Form 10-K and plans to file its 2023 Form 10-K as promptly as practicable, subject to completion of the pre-clearance process, to regain compliance with the Rule. The Company anticipates that it will file the 2023 Form 10-K prior to June 3, 2024, eliminating the applicability of submission of a formal plan to regain compliance.
| Item 7.01 | Regulation FD Disclosure. |
On April 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated April 9, 2024. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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 | |
| April 9, 2024 | Matthew Switzer | |
| Chief Financial Officer | ||
Exhibit 99.1
Primis Financial Corp. Announces Notification of Delinquency with Nasdaq
For immediate release
Tuesday, April 9, 2024
McLean, Virginia, April 9, 2024 – On April 4, 2024, Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) received a letter (the “Letter”) from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that, as a result of not having timely filed its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC.
As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on March 18, 2024 and Amendment No. 1 filed April 1, 2024, the Company expected to receive the Letter because it had not timely filed the 2023 Form 10-K with the SEC and the Company had determined that it required additional time 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 Letter has no immediate effect on the listing of the Company’s common stock on the NASDAQ Global Select Market. Pursuant to the Letter, the Company has 60 days following the receipt of the Notice within which to submit a plan to NASDAQ showing how it intends to regain compliance. The Company intends to file the 2023 Form 10-K as soon as possible, and in any case before the 60 days conclude, and thereafter, believes the Company will be in compliance with all of the NASDAQ continued listing requirements.
About Primis Financial Corp.
As of December 31, 2023, Primis had $3.9 billion in total assets, $3.2 billion in total loans and $3.3 billion in total deposits. Primis Bank provides a range of financial services to individuals and small- and medium-sized businesses through twenty-four full-service branches in Virginia and Maryland and provides services to customers through certain online and mobile applications.
| Contacts: | Address: |
| Dennis J. Zember, Jr., President and CEO | Primis Financial Corp. |
| Matthew A. Switzer, EVP and CFO | 1676 International Drive, Suite 900 |
| Phone: (703) 893-7400 | McLean, VA 22102 |
Primis Financial Corp., NASDAQ Symbol FRST
Website: www.primisbank.com
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Forward-Looking Statements
This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements can generally be identified by such words as "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and other similar words or expressions of the future or otherwise. These forward-looking statements include, but are not limited to, statements regarding our expectations regarding the impact on, and the timing of the completion and audit (including pre-clearance) of, the Company’s financial statements and the filing of the 2023 Form 10-K, which reflect the Company’s expectations based upon information presently available to the Company and assumptions that it believes to be reasonable.
Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements.
Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements.
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