Primis Financial Corp. Receives Nasdaq Notice Regarding Delayed 10-K Filing

In This Article:

MCLEAN, Va., April 9, 2025 /PRNewswire/ -- Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company") announced today that, as expected, it received a notice on April 3, 2025 (the "Notice") from Nasdaq indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Listing Rule"), which requires listed companies to timely file all periodic reports with the Securities and Exchange Commission (the "SEC"), as it has failed to timely file its Form 10-K for the period ending December 31, 2024 (the "Form 10-K"), which the Company previously disclosed on Form 12b-25, as filed with the SEC on April 1, 2025, as amended. As previously disclosed, the Company is subjected to a one-year "Panel Monitor" as defined by Nasdaq Listing Rule 5815(d)(4)(B), and, as a result, the Company must request an appeal of this determination to a Hearings Panel (the "Panel") by April 10, 2025, or the Company's securities will be scheduled for delisting from Nasdaq and will be suspended at the opening of business on April 14, 2025.

Primis (PRNewsfoto/Primis Financial Corporation)
Primis (PRNewsfoto/Primis Financial Corporation)

On April 9, 2025, the Company appealed the Staff's determination in accordance with the procedures set forth in the Nasdaq Listing Rules, requested a hearing before the Panel, and an extension of Nasdaq's stay of delisting (the "Hearing Request").

The Hearing Request automatically stayed any suspension of trading for 15 calendar days from the date of the Hearing Request and the Company's common stock will continue to trade on Nasdaq during such stay. While the determination on whether to grant the extended stay during the appeal process will be made by the Panel, 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.

The Company plans to file the Form 10-K as promptly as practicable and currently expects to do so prior to the hearing, at which point the Company will be in compliance with the Listing Rules.

The Notice has no immediate effect on the listing of the Company's common stock on the Nasdaq Global Select Market and the Company expects to regain compliance in advance of the hearing before the Panel.

About Primis Financial Corp.

As of December 31, 2024, Primis had $3.7 billion in total assets, $2.9 billion in total loans held for investment and $3.2 billion in total deposits. Primis Bank provides a range of financial services to individuals and small- and medium-sized businesses through twenty-four full-service branches in Virginia and Maryland and provides services to customers through certain online and mobile applications.