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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):
May 16, 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, and
in the Notification of Late Filing on Form 12b-25 filed on May 13, 2024 by Primis Financial Corp. (the “Company”), with the
U.S. 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”) and its Quarterly Report on Form 10-Q for
the period ended March 31, 2024 (the “First Quarter 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.
On May 16, 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 First Quarter Form 10-Q and
its continued delay in filing 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.
As previously disclosed in
the Company’s Current Report on Form 8-K filed on April 9, 2024, the Company received a separate delinquency notification (the “Initial
Notice”) from the Staff of Nasdaq advising the Company that due to the failure to timely file its 2023 Form 10-K, the Company is
not in compliance with the Listing Rule. In the Initial Notice, Nasdaq provided the Company 60 days, or until June 3, 2024, to submit
a plan (the “Plan”), to regain compliance with the Listing 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 Company intends to submit the Plan to Nasdaq no later than June 3, 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 and First Quarter Form 10-Q and plans to file its 2023 Form 10-K and
First Quarter Form 10-Q as promptly as practicable, subject to completion of the pre-clearance process, to regain compliance with the
Listing Rule.
| Item 7.01 | Regulation FD Disclosure. |
On
May 22, 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 and First 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 are 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 |
| May 22, 2024 |
|
Matthew Switzer |
| |
|
Chief Financial Officer |
Exhibit 99.1
Primis Financial Corp. Announces Notification
of Delinquency with Nasdaq
For immediate release
May 22, 2024
McLean, Virginia, May 22, 2024 – On May
16, 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 March 31, 2024 (“Quarterly Report”) and its continued delay in filing its Annual
Report on Form 10-K for the year ended December 31, 2023 (“Annual Report”). 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, and in the Notification of Late Filing on Form
12b-25 filed on May 13, 2024 by the Company with the SEC, the Company determined that it required additional time to complete its Annual
Report and its Quarterly Report 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.
As previously disclosed in the Company’s
Current Report on Form 8-K filed on April 9, 2024, the Company received a separate delinquency notification (the “Initial Notice”)
from Nasdaq advising the Company that due to the failure to timely file its Annual Report, the Company is not in compliance with the Listing
Rule. In the Initial Notice, Nasdaq provided the Company 60 days, or until June 3, 2024, to submit a plan (the “Plan”), to
regain compliance with the Listing 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 Annual Report, or until September 30, 2024, to file its Annual Report to regain
compliance. The Company intends to submit the Plan to Nasdaq no later than June 3, 2024.
The Company continues to work diligently to complete
its Annual Report and Quarterly Report and plans to file its Annual Report and Quarterly Report as promptly as practicable, subject to
completion of the pre-clearance process, to regain compliance with the Listing Rule.
About Primis Financial Corp.
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. 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 Annual Report and Quarterly Report,
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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