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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):
August 21, 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, 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 of the Company’s securities on Nasdaq.
The
Company continues to work diligently to complete its 2023 Form 10-K, First Quarter Form 10-Q, and Second Quarter Form 10-Q
and plans to file such reports as promptly as practicable to regain compliance with the Rule.
| 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
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
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 and completeness of our financial statements;
the risk that additional information may become known prior to the expected filing of the periodic reports with the SEC or that other
subsequent events may occur that would require the Company to make additional adjustments to its financial statements or further delay
the filing of our periodic reports with the SEC; the possibility that Nasdaq may seek to delist the Company’s securities;
the possibility that the Company will not be able to become current in its filings with the SEC; the risk of investigations or actions
by governmental authorities or regulators and the consequences thereof, including the imposition of penalties; the risk that the
Company may become subject to shareowner lawsuits or claims; risks related to our ability to implement and maintain effective internal
control over financial reporting and/or disclosure controls and procedures in the future, which may adversely affect the accuracy and
timeliness of our financial reporting; the inherent limitations in internal control over financial reporting and disclosure controls
and procedures; the scope of any restatement or deficiencies, if any, in internal control over financial reporting and/or disclosure
controls and procedures may be broader than we currently anticipate; remediation of any potential deficiencies with respect to the
Company’s internal control over financial reporting and/or disclosure controls and procedures may be complex and time-consuming;
and the impact of these matters on the Company’s performance and outlook; and as more fully discussed in the Company’s periodic
filings with the SEC, including the risk factors described under the heading “Risk Factors” in the Company’s annual
report on Form 10-K for the year ended December 31, 2022, and other documents subsequently filed with the SEC. The forward-looking
statements in this Current Report on Form 8-K are based upon information available to the Company as of the date of this Current
Report on Form 8-K, and while the Company believes such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and its statements should not be read to indicate that the Company has conducted an exhaustive inquiry into,
or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not
to unduly rely upon these statements. Except as required by law, the Company assumes no obligation to update these forward-looking statements,
or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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 |
Exhibit 99.1
Primis Financial Corp. Announces Notification
of Delinquency with Nasdaq
For immediate release
August 27, 2024
McLean, Virginia, August 27, 2024 –
On August 21, 2024, Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) received an expected
delinquency notification letter (the “Letter”) from Nasdaq’s Listing Qualifications Department which indicated that
the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (“Second Quarter 10-Q”)
and its continued delay in filing its Annual Report on Form 10-K for the year ended December 31, 2023 (“Annual Report”)
and Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (“First Quarter 10-Q”). The Listing Rule requires
listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the "SEC").
This Letter has no immediate effect on the listing of the Company’s securities on Nasdaq.
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 the Company with the SEC, the Company determined that it required additional time to complete its Annual Report, its First Quarter
10-Q and its Second Quarter 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.
Pursuant to the Letter, Nasdaq previously granted
the Company’s plan to regain compliance (the “Plan”) and has granted the Company until September 30, 2024 to file
its Annual Report, 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 Letter no later than September 5, 2024. The Company continues to work diligently to complete its
Annual Report, First Quarter 10-Q and Second Quarter 10-Q and plans to file such reports as promptly as practicable to regain compliance
with the Listing Rule.
About Primis Financial Corp.
As of June 30, 2024, Primis had $4.0 billion
in total assets, $3.3 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
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 periodic reports discussed herein,
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, 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 and completeness of our financial statements; the risk that additional information may become known prior to the
expected filing of the periodic reports with the SEC or that other subsequent events may occur that would require the Company to make
additional adjustments to its financial statements or further delay the filing of our periodic reports with the SEC; the possibility
that Nasdaq may seek to delist the Company’s securities; the possibility that the Company will not be able to become current
in its filings with the SEC; the risk of investigations or actions by governmental authorities or regulators and the consequences
thereof, including the imposition of penalties; the risk that the Company may become subject to shareowner lawsuits or claims;
risks related to our ability to implement and maintain effective internal control over financial reporting and/or disclosure controls
and procedures in the future, which may adversely affect the accuracy and timeliness of our financial reporting; the inherent limitations
in internal control over financial reporting and disclosure controls and procedures; the scope of any restatement or deficiencies,
if any, in internal control over financial reporting and/or disclosure controls and procedures may be broader than we currently anticipate;
remediation of any potential deficiencies with respect to the Company’s internal control over financial reporting and/or disclosure
controls and procedures may be complex and time-consuming; and the impact of these matters on the Company’s performance and
outlook; and 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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Grafico Azioni Primis Financial (NASDAQ:FRST)
Storico
Da Set 2024 a Ott 2024
Grafico Azioni Primis Financial (NASDAQ:FRST)
Storico
Da Ott 2023 a Ott 2024
