MCLEAN,
Va., April 9, 2024 /PRNewswire/ -- On
April 4, 2024, Primis Financial
Corp. (NASDAQ: FRST) ("Primis" or the "Company") received a letter
(the "Letter") from The NASDAQ Stock Market LLC ("NASDAQ")
indicating that, as a result of not having timely filed its Annual
Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K") with the
Securities and Exchange Commission (the "SEC"), the Company is not
in compliance with NASDAQ Listing Rule 5250(c)(1), which requires
timely filing of all required periodic financial reports with the
SEC.
As previously disclosed in the Notification of Late Filing on
Form 12b-25 filed on March 18, 2024
and Amendment No. 1 filed April 1,
2024, the Company expected to receive the Letter because it
had not timely filed the 2023 Form 10-K with the SEC and the
Company had determined that it required additional time 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.
The Letter has no immediate effect on the listing of the
Company's common stock on the NASDAQ Global Select Market. Pursuant
to the Letter, the Company has 60 days following the receipt of the
Notice within which to submit a plan to NASDAQ showing how it
intends to regain compliance. The Company intends to file the 2023
Form 10-K as soon as possible, and in any case before the 60 days
conclude, and thereafter, believes the Company will be in
compliance with all of the NASDAQ continued listing
requirements.
About Primis Financial Corp.
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.
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:
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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 2023 Form 10-K, 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.