8-K: Primis Financial Corp. Faces Potential Delisting from Nasdaq Due to Filing Delays, Appeals Decision

Primis Financial Corp. has received a delisting notice from Nasdaq due to delayed financial filings, but has appealed the decision and is working to regain compliance.

Summary

• Primis Financial Corp. received a notice from Nasdaq on October 3, 2024, indicating that its shares may be delisted due to the company's failure to file its 2023 Annual Report (Form 10-K) and the first two quarterly reports of 2024 (Form 10-Qs) on time.
• The company had previously been granted a 180-day extension to file these reports, which expired on September 30, 2024.
• Primis has appealed the delisting decision on October 8, 2024, and requested a hearing with a Nasdaq Hearings Panel, which has temporarily stayed the delisting until October 23, 2024.
• The company has requested an extension of the stay until the panel makes a final decision.
• Primis plans to file its 2023 Form 10-K on October 11, 2024, and the outstanding Form 10-Qs by October 31, 2024.
• The company believes it meets the standards for an extended stay and does not anticipate its securities will be suspended or delisted.
• 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.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the delisting notice and the company's failure to meet filing deadlines. While the company is appealing, the situation creates uncertainty and risk for investors.

Positives

• Primis has appealed the delisting notice and requested a hearing, which has temporarily stayed the delisting.
• The company is actively working to complete and file the delayed financial reports.
• Primis has a plan to file the 2023 Form 10-K on October 11, 2024, and the outstanding Form 10-Qs by October 31, 2024.
• The company believes it meets the standards for an extended stay and does not anticipate its securities will be suspended or delisted.

Negatives

• Primis received a delisting notice from Nasdaq due to the delay in filing its 2023 Annual Report and the first two quarterly reports of 2024.
• The company failed to meet the deadline of the 180-day extension granted by Nasdaq to file the reports.
• There is a risk that Nasdaq may deny the company's appeal and delist its securities.

Risks

• There is a risk of further delays in the company's financial reporting.
• The ongoing review may identify additional errors or control deficiencies in the company's accounting practices.
• Restatements may subject the company to unanticipated costs or regulatory penalties.
• The company may be unable to regain compliance with Nasdaq Listing Rules.
• There is a risk of investigations or actions by governmental authorities or regulators.
• The company may become subject to shareholder lawsuits or claims.
• There are risks related to the company's ability to implement and maintain effective internal control over financial reporting.

Future Outlook

The company is working to complete and file the delayed financial reports and regain compliance with Nasdaq listing rules, and believes it will not be delisted.

Management Comments

• The Company continues to work diligently to complete and file the Form 10-K and Form 10-Qs and to regain compliance with the Listing Rules.
• The Company believes that it satisfies the standards for the granting of such an extended stay and does not anticipate that the Company's securities will be suspended or delisted as a result of the Notice.

Industry Context

The delay in financial reporting and potential delisting highlights the importance of timely and accurate financial disclosures for publicly traded companies. This situation could raise concerns among investors about the company's internal controls and financial management.

Comparison to Industry Standards

• Many financial institutions of similar size and complexity manage to file their reports on time, suggesting that Primis is facing specific challenges.
• Companies like First National Corporation (FXNC) and Blue Ridge Bankshares, Inc. (BRBS) are regional banks that have managed to maintain compliance with listing requirements, indicating that the issue is not industry-wide.
• The delay in filing and the subsequent delisting notice are not typical for companies of this size and suggest potential internal control issues.

Stakeholder Impact

• Shareholders face the risk of delisting and potential loss of investment value.
• Employees may experience uncertainty about the company's future.
• Customers may have concerns about the stability of the bank.
• Creditors may be concerned about the company's financial health.

Next Steps

• Primis will file its 2023 Form 10-K on October 11, 2024.
• Primis will file the outstanding Form 10-Qs by October 31, 2024.
• The Nasdaq Hearings Panel will review the company's appeal and make a decision on the delisting.

Key Dates

Keywords

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