Mind Technology, Inc DEFA14A, filed Mar 25, 2024
Mind Technology, Inc (MIND)
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): March 22, 2024
MIND Technology, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-13490 |
76-0210849 |
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(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
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2002 Timberloch Place, Suite 550 |
77380 |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock - $0.01 par value per share |
MIND |
The NASDAQ Stock Market LLC |
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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 7.01 Regulation FD Disclosure.
On March 25, 2024, MIND Technology, Inc. (the “Company”) issued the attached press release regarding commencement of the solicitation of proxies to approve an amendment (the “Amendment”) to the Certificate of Designations, Preferences and Rights of its 9.00% Series A Cumulative Preferred Stock, $1.00 par value per share (the “preferred stock”), to provide that, at the discretion of its Board of Directors deciding to file the Amendment with the Secretary of State of the State of Delaware at any time prior to July 31, 2024, each share of preferred stock shall be converted into 2.7 shares of common stock, $0.01 par value per share, upon the effective time of the Amendment (the “Preferred Stock Proposal”). A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into this Item 7.01.
On March 25, 2024, the Company also made available a new corporate presentation regarding the Preferred Stock Proposal. A copy of the presentation is furnished as Exhibit 99.2 to this report and incorporated by reference into this Item 7.01 and is available on the Company’s website at www.mind-technology.com.
The information in this Item 7.01 (including the information incorporated by reference into this Item 7.01) 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.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended January 31, 2023 (especially in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in the Company’s other filings with the Securities and Exchange Commission. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
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99.1 |
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99.2 |
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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.
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MIND Technology, Inc. |
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March 25, 2024 |
By: |
/s/ Robert P. Capps |
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Name: Robert P. Capps Title: President and Chief Executive Officer |
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Exhibit 99.1
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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 Proposes Amendment to Terms of Preferred Stock
THE WOODLANDS, TX, March 25, 2024 – MIND Technology, Inc. (“MIND” or the “Company”) (Nasdaq: MIND; MINDP) announced today that it has begun soliciting proxies from holders of its 9% Series A Cumulative Preferred Stock (the “preferred stock”) to approve an amendment to the Certificate of Designations, Preferences and Rights of the preferred stock. Under the proposed amendment, each share of preferred stock would be converted into 2.7 shares of common stock, $0.01 par value per share (the “common stock”), at the sole discretion of the Company’s Board of Directors at any time prior to July 31, 2024 (the “Preferred Stock Proposal”).
Holders of the preferred stock as of the record date of February 27, 2024 are entitled to vote at a Virtual Special Meeting of Preferred Stockholders to be held on April 25, 2024. The affirmative vote of two-thirds (66 2/3%) of the outstanding shares of preferred stock is required for approval of the Preferred Stock Proposal. Holders of the Company’s common stock are not entitled to vote at this meeting.
Rob Capps, President and CEO of MIND, stated, “We believe the ability to convert our preferred stock into common stock is an important and necessary step for MIND to recognize its potential. In our opinion, the anticipated cash flow from our current operations is not sufficient to fund payment of deferred dividends and fund the working capital needed by our growing business. Accordingly, we have deferred the payment of those dividends for six quarterly periods and do not anticipate declaring these or further dividends for the foreseeable future. Furthermore, we believe the existence of the preferred stock and the related dividend requirements create an overhang, which limits our flexibility and opportunities.
“Based on the relative market values of the preferred stock and common stock as of March 11, 2024, a conversion would provide preferred stockholders approximately a 110% premium to the market value of the Preferred stock, with the potential to participate in the Company’s further growth. Following a hypothetical conversion at such date, current holders of preferred stock will hold approximately 76% of the Company’s common stock,” concluded Capps.
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.
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.
Important Additional Information and Where To Find It
MIND filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement on Schedule 14A on March 22, 2024, with respect to its solicitation of proxies for the Virtual Special Meeting of Preferred Stockholders (including any and all adjournments, postponements, continuations, and reschedulings thereof, the “Special Meeting”). PREFERRED STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER AMENDMENTS OR SUPPLEMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MIND’S SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by MIND free of charge through the website maintained by the SEC at www.sec.gov. The Notice of Virtual Special Meeting of Preferred Stockholders and our Proxy Statement for the Special Meeting, Annual Report on Form 10-K for the fiscal year ended January 31, 2023 and our Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2023 are available at www.viewproxy.com/MINDTechnology/2024.
Exhibit 99.2
