Business Context and Reporting Period
Company: Primis Financial Corp. (NASDAQ: FRST)
Filing Type: Form 8-K (Current Report)
Date of Report: August 21, 2024 (Event Date)
Reporting Period: This filing addresses compliance status regarding the Annual Report for the year ended December 31, 2023, and Quarterly Reports for periods ended March 31, 2024, and June 30, 2024.
Key Financial Metrics
This Form 8-K is a regulatory compliance filing and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity. The company is currently in the process of restating financial statements for the aforementioned periods due to a consultation process with the Office of the Chief Accountant of the SEC.
Material Changes and Events
- Delisting Notice: On August 21, 2024, the company received a notice from the Nasdaq Listing Qualifications Department indicating non-compliance with Listing Rule 5250(c)(1) due to delays in filing required periodic reports.
- Reason for Delay: The delays in filing the 2023 Form 10-K, Q1 2024 Form 10-Q, and Q2 2024 Form 10-Q are attributed to the need to restate certain financial statements following consultation with the SEC.
- Compliance Plan: Nasdaq has granted the company a plan to regain compliance, extending the deadline to file the overdue reports until September 30, 2024.
- Current Status: The notice has no immediate effect on the listing of the company's securities on Nasdaq.
Guidance, Outlook, and Risks
Management Commentary: The company states it is working diligently to complete the required reports and plans to file them as promptly as practicable. An update to the compliance plan is intended to be submitted to Nasdaq by September 5, 2024.
Risks and Contingencies:
- Delisting Risk: Possibility that Nasdaq may seek to delist the company's securities if compliance is not achieved.
- Restatement Risks: Potential for unanticipated costs, regulatory penalties, and loss of investor confidence due to financial statement restatements.
- Legal and Regulatory: Risks of investigations by governmental authorities, shareowner lawsuits, and penalties.
- Internal Controls: Risks related to the ability to implement and maintain effective internal controls over financial reporting.
Investor Verification Checklist
- Verify the company's ability to file the 2023 Form 10-K and Q1/Q2 2024 Form 10-Qs by the September 30, 2024 deadline.
- Monitor for any further communications from Nasdaq regarding the status of the compliance plan or potential delisting actions.
- Review the upcoming restated financial statements for the scope of adjustments and their impact on historical financial performance.
- Assess the company's internal control remediation efforts and any disclosures regarding deficiencies.