Business Context and Reporting Period
This Form 8-K is a current report filed by Primis Financial Corp. (NASDAQ: FRST) on May 16, 2024. The filing addresses a notice received from the Nasdaq Stock Market regarding the Company's failure to timely file required periodic financial reports, specifically the Annual Report on Form 10-K for the year ended December 31, 2023, and the Quarterly Report on Form 10-Q for the period ended March 31, 2024.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance and reporting delays rather than operational financial performance.
Material Changes and Compliance Status
- Delinquency Notice: On May 16, 2024, Nasdaq notified the Company of non-compliance with Listing Rule 5250(c)(1) due to the delayed filing of the 2023 Form 10-K and the First Quarter 2024 Form 10-Q.
- Reason for Delay: The delays are attributed to the restatement of certain financial statements and an ongoing "pre-clearance" process with the Office of the Chief Accountant of the SEC.
- Previous Notices: The Company had previously received an initial delinquency notification on April 9, 2024, regarding the 2023 Form 10-K.
- Current Listing Status: The notice has no immediate effect on the listing of the Company's securities on Nasdaq.
Guidance, Outlook, and Risks
Management Plan: The Company intends to submit a plan to regain compliance to Nasdaq by June 3, 2024. If accepted, Nasdaq may grant up to 180 calendar days from the original due date (until September 30, 2024) to file the 2023 Form 10-K.
Outlook: Management states it is working diligently to complete the required filings as promptly as practicable, subject to the completion of the SEC pre-clearance process.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Key risks include the uncertainty of completing the filings within the specified timeframes, the possibility that Nasdaq may not grant relief, and the potential failure to meet applicable listing requirements.
Investor Verification Checklist
- Verify the status of the financial statement restatement and the SEC pre-clearance process.
- Monitor the submission of the compliance plan to Nasdaq by the June 3, 2024 deadline.
- Track the actual filing dates of the 2023 Form 10-K and Q1 2024 Form 10-Q against the September 30, 2024 potential deadline.
- Review the attached press release (Exhibit 99.1) for additional details on the delinquency notice.