8-K: Primis Financial Corp. Receives Further Nasdaq Notice Regarding Delayed Quarterly Filings

Primis Financial Corp. has received an additional notice from Nasdaq for failing to file its Q2 and Q3 2024 quarterly reports, continuing its non-compliance with listing rules.

Summary

• Primis Financial Corp. received a notice from Nasdaq on November 21, 2024, stating the company remains non-compliant with listing rules due to the delayed filing of its Q2 and Q3 2024 quarterly reports.
• This notice follows previous notices regarding delays in filing the 2023 annual report and Q1 2024 quarterly report, all stemming from a restatement of financial statements and pre-clearance processes with the SEC.
• The company has been granted a temporary stay of delisting pending a hearing with the Nasdaq Hearings Panel on December 3, 2024.
• Primis has filed its delayed 2023 Form 10-K and Q1 2024 Form 10-Q and plans to file the outstanding quarterly reports as soon as possible.
• The notice does not immediately affect the listing of Primis's stock on the Nasdaq Global Select Market, and the company expects to regain compliance in the near future.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the continued non-compliance with Nasdaq listing rules, the risk of delisting, and the ongoing delays in financial reporting. While the company expresses optimism, the situation is concerning for investors.

Positives

• The company has filed its previously delayed 2023 Form 10-K and Q1 2024 Form 10-Q.
• The company has been granted a temporary stay of delisting pending a hearing.
• Primis expects to regain compliance with Nasdaq listing rules in the near future.
• The additional notice has no immediate effect on the listing of the company's stock.

Negatives

• Primis remains non-compliant with Nasdaq listing rules due to the delayed filing of its Q2 and Q3 2024 quarterly reports.
• The company has received multiple notices from Nasdaq regarding filing delays.
• There is a risk that Nasdaq may deny the company's appeal and delist its securities.
• The company's financial reporting has been delayed due to a restatement of financial statements and pre-clearance processes with the SEC.

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.
• The company could face investigations or actions by governmental authorities or regulators.
• There is a risk of shareholder lawsuits or claims.
• The company's internal control over financial reporting may have material weaknesses.

Future Outlook

The company expects to regain compliance with Nasdaq listing rules in the near future and plans to file the outstanding quarterly reports as soon as practicable.

Management Comments

• Primis expects to regain compliance in the near future.
• The company plans to file the outstanding quarterly reports as promptly as practicable.

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 are required to file quarterly reports with the SEC in a timely manner, typically within 45 days of the end of the quarter.
• Companies like Truist Financial Corporation (TFC) and Capital One Financial Corporation (COF) consistently meet their SEC filing deadlines, setting a benchmark for compliance.
• Primis's failure to meet these deadlines and the subsequent notices from Nasdaq indicate a significant deviation from industry standards.
• Other companies facing similar issues, such as those undergoing restatements, often provide detailed timelines and explanations to maintain investor confidence, which Primis has not fully achieved.

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 may have concerns about the stability of the financial institution.
• Creditors may be wary of lending to the company given the compliance issues.
• Suppliers may be concerned about the company's ability to meet its financial obligations.

Next Steps

• Primis must submit an update to the Nasdaq Hearings Panel by November 28, 2024.
• The company will attend a hearing before the Nasdaq Hearings Panel on December 3, 2024.
• Primis plans to file the outstanding Q2 and Q3 2024 Form 10-Qs as promptly as practicable.

Key Dates

Keywords

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