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): September 28, 2023
 

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13490	76-0210849
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)
2002 Timberloch Place, Suite 550
The Woodlands, Texas		77380
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 281-353-4475

Not Applicable

(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:

☐ 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 14d-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))

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 - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC
Series A Preferred Stock - $1.00 par value per share	MINDP	The NASDAQ Stock Market LLC

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 8.01         MIND Reverse Stock Split and Declaration of Preferred Stock Dividend

On September 28, 2023, MIND Technology, Inc. (the “Company”) issued a press release announcing the terms of a reverse stock split and declaration of a preferred stock cash dividend. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01. 

The information in this Item 8.01 (including the press release attached as Exhibit 99.1 and incorporated by reference into Item 8.01) is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Exhibits.  

	Exhibit Number	Description
(d) Exhibits	99.1	MIND Technology, Inc. press release dated September 28, 2023
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	MIND Technology, Inc.
September 28, 2023	By:	/s/ Robert P. Capps
		Name: Robert P. Capps Title: President and Chief Executive Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE  

	Contacts:	Rob Capps, President & CEO
		MIND Technology, Inc.
		281-353-4475
FOR IMMEDIATE RELEASE		Ken Dennard / Zach Vaughan Dennard Lascar Investor Relations 713-529-6600
		MIND@dennardlascar.com

MIND Technology Announces Terms of Reverse Stock Split and

Declaration of Preferred Stock Dividend

THE WOODLANDS, TX, September 28, 2023 – MIND Technology, Inc. (“MIND” or the “Company”) (Nasdaq: MIND) announced today that its Board of Directors (the “Board”) have authorized a reverse stock split for its common stock, $0.01 par value per share, at a ratio of 1-for-10 to be effective October 13, 2023. The Company’s stockholders previously authorized this action at the Company’s annual stockholders meeting on August 30, 2023. The common stock will continue to trade under the ticker symbol “MIND”.

The Company anticipates that this action will allow it to regain compliance with the NASDAQ Stock Markets’ minimum bid price requirement for the common stock.

Additionally, the Board has declared a quarterly cash dividend on its 9.00% Series A Cumulative Preferred Stock (“Series A Preferred Stock”) for the third quarter of its fiscal year ending January 31, 2024. In accordance with the terms of the Series A Preferred Stock, the Board has declared a Series A Preferred Stock cash dividend of $0.5625 per share for the quarterly period that began on August 1, 2023 and ends on October 31, 2023. The dividend on the Series A Preferred Stock is payable on October 31, 2023 to holders of record at the close of business on October 15, 2023. The Series A Preferred Stock is currently listed on the Nasdaq and trades under the ticker symbol “MINDP”.

About MIND Technology

MIND Technology, Inc. provides technology to the oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND has a global presence with key operating locations in the United States, Singapore, Malaysia, and the United Kingdom. Its Seamap unit designs, manufactures, and sells specialized, high performance, marine exploration and survey equipment.

Forward-looking Statements

Certain statements and information in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, our objectives for future operations, future orders and anticipated delivery of existing orders, and future payments of dividends are forward-looking statements.  The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature.  These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us.  While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.  All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions or dispositions.  Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, without limitation, reductions in our customers’ capital budgets, our own capital budget, limitations on the availability of capital or higher costs of capital, volatility in commodity prices for oil and natural gas.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, unless required by law, whether as a result of new information, future events or otherwise. All forward-looking statements included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

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XML

Document And Entity Information	Sep. 28, 2023
Document Information [Line Items]
Entity, Registrant Name	MIND Technology, Inc.
Document, Type	8-K
Document, Period End Date	Sep. 28, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-13490
Entity, Tax Identification Number	76-0210849
Entity, Address, Address Line One	2002 Timberloch Place, Suite 550
Entity, Address, City or Town	The Woodlands
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77380
City Area Code	281
Local Phone Number	353-4475
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000926423
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	MIND
Security Exchange Name	NASDAQ
SeriesAPreferredStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Preferred Stock
Trading Symbol	MINDP
Security Exchange Name	NASDAQ