8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 8-K

_____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 2020

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SAExploration Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware

(State or other jurisdiction of incorporation)

001-35471

(Commission file number)

27-4867100

(IRS Employer Identification No.)

1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079

(Address of principal executive offices) (Zip Code)

(281) 258-4400

(Company's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14(d)-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001	SAEX	NASDAQ Capital Market

Item 7.01 Regulation FD Disclosure.

On April 13, 2020, SAExploration Holdings, Inc. (the “Company”) issued a press release regarding the Company’s engagement of a financial advisor to explore strategic alternatives related to its capital structure. The press release is attached hereto as Exhibit 99.1 of this Current Report on Form 8-K and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated April 13, 2020

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 13, 2020 SAExploration Holdings, Inc.

By: /s/ Kevin Hubbard

Name: Kevin Hubbard

Title: Interim Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

SAEXPLORATION ANNOUNCES ENGAGEMENT OF FINANCIAL ADVISOR TO EXPLORE STRATEGIC ALTERNATIVES RELATED TO ITS CAPITAL STRUCTURE

April 13, 2020 – HOUSTON, TX – SAExploration Holdings, Inc. (“SAE”) (NASDAQ: SAEX, OTCQB: SXPLW)today announced that it is initiating a process to analyze and evaluate various strategic alternatives to address its capital structure and to position SAE for future success.

The outcome of the strategic review process will depend on the opportunities which arise within such process, and there is no assurance of any particular outcome or its timing.  To assist the Board of Directors and management team in analyzing and evaluating these opportunities, SAE has retained Imperial Capital, LLC as its financial advisor.

Given the nature of the strategic alternatives process, SAE does not intend to make any future announcements concerning this process or developments related to its review until such time as SAE determines that further disclosure is necessaryor appropriate.

About SAExploration Holdings, Inc.

SAE is an international oilfield services company offering a full range of vertically-integrated seismic data acquisition, data processing and interpretation, and logistical support services throughout North America, South America, Asia Pacific, Africa and the Middle East. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of data processing and interpretation services utilizing its proprietary, patent-protected software, and also provides in-house logistical support services, such as program design, planning and permitting, camp services and infrastructure, surveying, drilling, environmental assessment and reclamation, and community relations. SAE operates crews around the world, performing major projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large independent oil and gas exploration companies. With its global headquarters in Houston, Texas, SAE supports its operations through a multi-national presence in the United States, United Kingdom, Canada, Peru, Colombia, Bolivia, Malaysia, and Singapore. For more information, please visit SAE’s website at www.saexploration.com.

The information in SAE’s website is not, and shall not be deemed to be, a part of this press release or incorporated in filings SAE makes with the Securities and Exchange Commission.  

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Forward Looking Statements

Except for statements of historical fact, the matters discussed herein are “forward-looking statements” within the meaning of the applicable U.S. federal securities laws. The words “may,” “possible,” “estimates,” “expects,” “believes” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements, including statements regarding the possible impact of the matters summarized in this press release, may or may not be realized, and differences between estimated results and those actually realized may be material.

Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks relating to known and unknown uncertainties, including:

• the ability to identify, evaluate and complete any strategic alternative with respect to SAE’s capital structure;

• the impact of the announcement of SAE’s review of strategic alternatives on its business, including its financial and operating results, or its employees, suppliers and customers;

• substantial doubt about SAE’s ability to continue as a going concern as of December 31, 2019;

• the impact of the COVID–19 coronavirus pandemic on SAE’s business, financial condition and results of operations;

• fluctuations in the levels of exploration and development activity in the oil and natural gas industry;

• delays, reductions or cancellations of project awards and SAE’s ability to realize revenue projected in its backlog;

• continuing events of default outstanding under SAE’s debt instruments, including the risk that the holders of the debt take action to accelerate the maturity date of the applicable debt and exercise their other respective rights and remedies, such as foreclosure, among other things;

• risks arising from the holders of SAE’s debt taking other actions against SAE, including by seeking a bankruptcy filing;

• the potential need for SAE itself to seek bankruptcy protection;

• the impact of the restatement of SAE’s previously issued consolidated financial statements;

• the identified material weaknesses in SAE’s internal control over financial reporting and SAE’s ability to remediate those material weaknesses;

• the outcome of the investigations by the SEC, the Department of Justice (“DOJ”) and the Alaska Department of Revenue (the “DOR”), which is investigating SAE’s treatment of Alaskan Seismic Ventures, LLC as a variable interest entity and related Alaska tax credit certificates, which could include sanctions or other actions against SAE and its officers and directors, civil lawsuits, and penalties;

• the outcome of SAE’s internal investigation into the matters summarized in SAE’s Annual Report on Form 10-K/A for the year ended December 31, 2018;

• developments with respect to the Alaskan oil and natural gas tax credit system that continue to affect SAE’s ability to timely monetize tax credits, including litigation over the constitutionality of the legislation allowing

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Alaska to sell bonds to purchase tax credit certificates and Alaska budget constraints driven primarily by oil prices;

• the availability of liquidity and capital resources, including SAE’s need to obtain additional working capital for upfront expenditures for upcoming projects, and the potential impact this has on SAE’s business and competitiveness;

• risks related to a possible delisting from the NASDAQ Capital Market;

• costs and outcomes of pending and future litigation;

• the time and expense required to respond to the SEC, DOJ and DOR investigations and for SAE to complete the restatement and its internal investigation, which expenses have been and are likely to continue to be material and are likely to have a material adverse impact on SAE’s cash balance, cash flow and liquidity; and

• other risks described more fully in SAE’s filings with the SEC that relate to matters not covered in this press release.

Each of these risks, and the known and unknown consequences of these risks, could have a material negative impact on SAE, its business and prospects. As of the date of this press release, SAE cannot make any assurances regarding the impact or outcome of these risks. Forward-looking statements reflect the views of SAE as of the date hereof. SAE does not undertake to revise these statements to reflect subsequent developments, other than in compliance with U.S. federal securities laws and SAE’s determination that any such revised disclosure is necessary or advisable to do.

Contact

SAExploration Holdings, Inc.

Michael Faust

Chief Executive Officer and President

(281) 258-4400

mfaust@saexploration.com

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