MCLEAN,
Va., May 22, 2024 /PRNewswire/ -- On
May 16, 2024, Primis Financial Corp.
(NASDAQ: FRST) ("Primis" or the "Company") received an expected
delinquency notification letter (the "Letter") from Nasdaq's
Listing Qualifications Department which indicated that the Company
was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the
"Listing Rule") as a result of the Company's failure to timely file
its Quarterly Report on Form 10-Q for the quarter ended March 31,
2024 ("Quarterly Report") and its continued delay in filing its
Annual Report on Form 10-K for the year ended December 31, 2023
("Annual Report"). The Listing Rule requires listed companies to
timely file all required periodic financial reports with the
Securities and Exchange Commission (the "SEC"). This Letter has no
immediate effect on the listing of the Company's securities on
Nasdaq.
As previously disclosed in the Notification of Late Filing on
Form 12b-25 filed on March 18, 2024,
Amendment No. 1 filed April 1, 2024,
and in the Notification of Late Filing on Form 12b-25 filed on
May 13, 2024 by the Company with the
SEC, the Company determined that it required additional time to
complete its Annual Report and its Quarterly Report in connection
with the restatement of certain financial statements and ongoing
"pre-clearance" process with the Office of the Chief Accountant of
the Securities and Exchange Commission.
As previously disclosed in the Company's Current Report on Form
8-K filed on April 9, 2024, the
Company received a separate delinquency notification (the "Initial
Notice") from Nasdaq advising the Company that due to the failure
to timely file its Annual Report, the Company is not in compliance
with the Listing Rule. In the Initial Notice, Nasdaq provided the
Company 60 days, or until June 3,
2024, to submit a plan (the "Plan"), to regain compliance
with the Listing Rule. If Nasdaq accepts the Company's plan to
regain compliance, then Nasdaq may grant the Company up to 180
calendar days from the prescribed due date of its Annual Report, or
until September 30, 2024, to file its
Annual Report to regain compliance. The Company intends to submit
the Plan to Nasdaq no later than June 3,
2024.
The Company continues to work diligently to complete its Annual
Report and Quarterly Report and plans to file its Annual Report and
Quarterly Report as promptly as practicable, subject to completion
of the pre-clearance process, to regain compliance with the Listing
Rule.
About Primis Financial Corp.
As of March 31, 2024, Primis had
$3.9 billion in total assets,
$3.2 billion in total loans and
$3.3 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.
Contacts:
|
Address:
|
Dennis J. Zember, Jr.,
President and CEO
|
Primis Financial
Corp.
|
Matthew A. Switzer, EVP
and CFO
|
1676 International
Drive, Suite 900
|
Phone: (703)
893-7400
|
McLean, VA
22102
|
Primis Financial Corp., NASDAQ Symbol FRST
Website: www.primisbank.com
Forward-Looking Statements
This press release and certain of our other filings with the
Securities and Exchange Commission contain statements that
constitute "forward-looking statements" within the meaning of, and
subject to the protections of, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. All statements other than statements of
historical fact are forward-looking statements. Such statements can
generally be identified by such words as "may," "plan,"
"contemplate," "anticipate," "believe," "intend," "continue,"
"expect," "project," "predict," "estimate," "could," "should,"
"would," "will," and other similar words or expressions of the
future or otherwise. These forward-looking statements include, but
are not limited to, statements regarding our expectations regarding
the impact on, and the timing of the completion and audit
(including pre-clearance) of, the Company's financial statements
and the filing of the Annual Report and Quarterly Report, which
reflect the Company's expectations based upon information presently
available to the Company and assumptions that it believes to be
reasonable.
Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve known and unknown risks and uncertainties which may
cause the actual results, performance or achievements of the
Company to be materially different from the future results,
performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are based on
the information known to, and current beliefs and expectations of,
the Company's management and are subject to significant risks and
uncertainties. Actual results may differ materially from those
contemplated by such forward-looking statements.
Forward-looking statements speak only as of the date on which
such statements are made. These forward-looking statements are
based upon information presently known to the Company's management
and are inherently subjective, uncertain and subject to change due
to any number of risks and uncertainties, including, without
limitation, the risks and other factors set forth in the Company's
filings with the Securities and Exchange Commission, the Company's
Annual Report on Form 10-K for the year ended December 31, 2022, under the captions "Cautionary
Note Regarding Forward-Looking Statements" and "Risk Factors," and
in the Company's Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. The Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which such statement is made, or to reflect the
occurrence of unanticipated events. Readers are cautioned not to
place undue reliance on these forward-looking statements.
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SOURCE Primis Financial Corp.