SEC FILE NUMBER |
CUSIP NUMBER |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25/A
(Amendment No. 1)
NOTIFICATION OF LATE FILING
(Check one): | ☒Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR | |
| | |
| For Period Ended: December 31, 2023 | |
| | |
| ☐Transition Report on Form 10-K | |
| ☐Transition Report on Form 20-F | |
| ☐Transition Report on Form 11-K | |
| ☐Transition Report on Form 10-Q | |
| | |
| For the Transition Period Ended: | |
Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
Primis Financial Corp.
Full Name of Registrant
Former Name if Applicable
1676 International Drive, Suite 900
Address of Principal Executive Office (Street and Number)
McLean, Virginia 22102
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
(b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
On March 18, 2024, Primis Financial Corp. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “Original Form 12b-25”) reporting that it required additional time to complete its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). The Company noted at that time that a contributor to the delayed filing was a required analysis regarding a potential error in the methodology used to account for a consumer loan portfolio, as further described in the Original Form 12b-25. The Original Form 12b-25 also indicated that the Company anticipated filing its 10-K no later than April 1, 2024.
This amendment to the Original Form 12b-25 is being filed to report that the Company will not be filing such 2023 Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. To date, the Company has been unable, without unreasonable effort or expense, to complete the 2023 Form 10-K, and its independent auditors have been unable to complete the review thereof. The Company continues to work with accounting advisors and its independent auditor to evaluate the potential error in methodology used to account for the portfolio described above. Because of the complexity of the accounting involved and lack of clear guidance under Generally Accepted Accounting Principles (“GAAP”), the Company has elected to pursue a “pre-clearance” process with the Office of the Chief Accountant of the Securities and Exchange Commission. While the Company intends to move diligently through this process, the timeline for feedback is not fixed and is anticipated to take at least thirty days. As a result of this failure to file Form 10-K, the Company anticipates that it will receive a corresponding notice of non-compliance from Nasdaq. The Company anticipates that the notice from Nasdaq will have a grace period within which to file the 2023 Form 10-K and regain compliance with the Nasdaq Listing Rules and that the Company will file the 2023 Form 10-K within the grace period.
Forward-Looking Statements
This Notification of Late Filing on Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. 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 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. Because such statements are based on the Company’s current expectations and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Investors are cautioned not to place undue reliance upon forward looking statements in this notification
of late filing. The Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this filing, except as required by law.
PART IV – OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this notification.
Matthew A. Switzer |
| 703 |
| 893-7400 |
(Name) | | (Area Code) | | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
Yes ☒ No ☐ |
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
Yes ☒ No ☐ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company anticipates the changes outlined above will impact a number of line items on the income statement, including, but not limited to, interest income, provision for credit losses, noninterest income and noninterest expense. The effect on net income, if any, cannot be determined at this time.
Primis Financial Corp. |
(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 2024 | By: | /s/ Matthew A. Switzer | |
| | Name: | Matthew A. Switzer |
| | Title: | Chief Financial Officer |