8-K: Primis Financial Corp. Receives Nasdaq Delinquency Notice Due to Late 10-K Filing

Primis Financial Corp. received a notice from Nasdaq for not filing its 2023 annual report on time, putting the company at risk of delisting if a compliance plan is not submitted.

Summary

• Primis Financial Corp. received a notice from Nasdaq on April 4, 2024, stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its 2023 Form 10-K.
• The delay is related to the restatement of certain financial statements and an ongoing pre-clearance process with the SEC.
• Nasdaq has given Primis 60 days, until June 3, 2024, to submit a plan to regain compliance.
• If Nasdaq accepts the plan, Primis may have up to 180 days from the original due date of the 10-K, or until September 30, 2024, to file the report.
• The notice does not immediately affect the listing of Primis's securities on Nasdaq.
• Primis intends to file the 2023 Form 10-K before June 3, 2024, which would eliminate the need for a formal compliance plan.
• 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.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the non-compliance notice from Nasdaq and the delay in filing the 10-K. While the company is working to resolve the issue, the situation introduces uncertainty and risk.

Positives

• The notice does not immediately affect the listing of the company's securities on Nasdaq.
• Primis anticipates filing the 2023 Form 10-K before the June 3, 2024 deadline, potentially avoiding the need for a formal compliance plan.

Negatives

• Primis is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its 2023 Form 10-K.
• The company has received a formal notice from Nasdaq regarding the delinquency.
• The delay is due to the restatement of certain financial statements and an ongoing pre-clearance process with the SEC.

Risks

• Failure to submit a compliance plan or file the 2023 Form 10-K by the deadlines could result in delisting from Nasdaq.
• The restatement of financial statements and pre-clearance process with the SEC could introduce further delays or complications.
• The company's reputation and investor confidence could be negatively impacted by the delay and non-compliance.

Future Outlook

The company intends to file the 2023 Form 10-K as soon as possible and believes it will be in compliance with all Nasdaq continued listing requirements after the filing.

Management Comments

• 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.

Industry Context

The delay in filing the 10-K and the subsequent notice from Nasdaq highlight the importance of timely and accurate financial reporting for publicly traded companies. This situation is not unique, as other companies have faced similar issues, but it underscores the scrutiny and compliance requirements that companies must adhere to.

Comparison to Industry Standards

• Many financial institutions are required to file their annual reports within a specific timeframe, typically 90 days after the fiscal year end.
• Primis's delay in filing its 10-K is a deviation from this standard, which could raise concerns among investors and regulators.
• Companies like Truist Financial Corporation (TFC) and Capital One Financial Corporation (COF) are examples of large financial institutions that typically file their annual reports on time, setting a benchmark for compliance.
• The delay is not comparable to companies that have had minor delays due to administrative issues, as Primis's delay is due to a restatement of financials and SEC pre-clearance, which is a more significant issue.

Stakeholder Impact

• Shareholders may experience uncertainty and potential stock price volatility due to the non-compliance notice.
• Employees may be concerned about the company's financial health and stability.
• Customers may have concerns about the company's ability to provide services.
• Creditors may reassess their risk exposure to the company.

Next Steps

• Primis needs to file its 2023 Form 10-K as soon as possible.
• The company must submit a plan to regain compliance with Nasdaq listing rules if the 10-K is not filed by June 3, 2024.
• Primis needs to complete the pre-clearance process with the SEC.

Key Dates

Keywords

Nasdaq, Delisting, Form 10-K, Financial Reporting, Compliance, SEC, Restatement, Primis Financial Corp