UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of
earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State
of incorporation or organization) |
(Commission file number) | (I.R.S. employer identification number) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
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. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 24, 2023, Dawson Geophysical Company (“Dawson”) delivered to Wilks Brothers, LLC a convertible promissory note (the “Convertible Note”) in the principal amount of $9,880,000.50 payable on or after June 30, 2024 that, upon the terms and subject to the conditions described therein, would automatically convert into 5,811,765 newly-issued shares of common stock of Dawson (the “Conversion Shares”) at a conversion price of $1.70 per share after Dawson receives stockholder approval of the proposal to issue the Conversion Shares upon conversion of the Convertible Note in accordance with Listing Rule 5635 of the NASDAQ Listed Company Manual.
On September 13, 2023, Dawson held a virtual special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, Dawson’s stockholders voted on proposals to (i) in accordance with NASDAQ Listing Rule 5635(a), approve and adopt the issuance of the Conversion Shares upon conversion of the Convertible Note (the “Conversion Proposal”) and (ii) adjourn the Special Meeting from time to time, if necessary or appropriate as determined in the discretion of the board of directors of Dawson (the “Board”) or the Chairman of the Board, to solicit additional proxies if there are insufficient votes to adopt the Conversion Proposal at the time of the Special Meeting (the “Adjournment Proposal”).
Prior to the Special Meeting, Dawson delivered a definitive proxy statement (the “Proxy Statement”) to its stockholders describing and providing information relating to the Special Meeting, the Conversion Proposal and the Adjournment Proposal. The Proxy Statement was filed by Dawson with the U.S. Securities and Exchange Commission on August 28, 2023.
As disclosed in the Proxy Statement, as of the close of business on August 7, 2023, the record date for the Special Meeting, there were 25,000,564 shares of Dawson’s common stock, $0.01 par value per share (“common stock”), outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 20,824,012 shares of common stock were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting. The following summarizes the final voting results for the Special Meeting proposals, each of which is more fully described in the Proxy Statement:
1. Conversion Proposal. Dawson’s stockholders approved the Conversion Proposal. The voting results were as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | ||||||||
| 19,240,507 | 1,330,223 | 253,282 | ||||||||
2. Adjournment Proposal. Dawson’s stockholders approved the Adjournment Proposal. The voting results were as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | ||||||||
| 19,241,030 | 1,329,197 | 253,785 | ||||||||
Upon Dawson’s stockholders approving the Conversion Proposal, the Convertible Note was automatically converted into the Conversion Shares pursuant to its terms.
SIGNATURES
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.
| DAWSON GEOPHYSICAL COMPANY | ||
| Date: September 19, 2023 | By: | /s/ Stephen C. Jumper |
| Stephen C. Jumper | ||
| President and Chief Executive Officer | ||
Cover |
Sep. 13, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 13, 2023 |
| Entity File Number | 001-32472 |
| Entity Registrant Name | DAWSON GEOPHYSICAL COMPANY |
| Entity Central Index Key | 0000799165 |
| Entity Tax Identification Number | 74-2095844 |
| Entity Incorporation, State or Country Code | TX |
| Entity Address, Address Line One | 508 West Wall |
| Entity Address, Address Line Two | Suite 800 |
| Entity Address, City or Town | Midland |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 79701 |
| City Area Code | 432 |
| Local Phone Number | 684-3000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.01 par value |
| Trading Symbol | DWSN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
D(GP&LK\,S4-AB.G8RF
M2&]B]#V,YU#BG/]3(U45%K"FHO409.B1P74&0ZRQB28)UD-N5G0&[O+H YMR
MR"9JZJ8IGJ,.>%,.]D9/)508H'Q3F:B\]E-L.>F.7F=Z_S!YU!Y:YU;*O8=7
MLN48Y0]02P,$% @ KX S5R0>FZ*M ^ $ !H !X;"]? JQ"(6,P$ "(" / " 6D0 !X
M;"]W;W)K8F]O:RYX;6Q02P$"% ,4 " "O@#-7)!Z;HJT #X 0 &@
M @ ')$0 >&PO7W)E;',O=V]R:V)O;VLN>&UL+G)E;'-02P$"
M% ,4 " "O@#-799!YDAD! #/ P $P @ &N$@ 6T-O
F;G1E;G1?5'EP97-=+GAM;%!+!08 "0 ) #X" #X$P !
end