Mind Technology, Inc DEFR14A, filed Jul 22, 2024

Mind Technology, Inc (MIND)

DEFR14A 2024-07-22

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Added on October 26, 2026

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SOLICITATION OF PROXIES	1

Purpose, Place, Date and Time	1
Expenses of Solicitation	1
Householding; Questions about the Special Meeting	1

VOTING OF SECURITIES	2

Record Date; Preferred Stockholders Entitled to Vote; Process	2
Quorum; Discretionary Authority	2
Abstentions and Broker Non-Votes; Vote Required	3
Revocation of Proxies	3

PROPOSAL 1 : AMENDMENT TO PREFERRED STOCK CERTIFICATE	4

General	4
Reasons for the Conversion	4
Risks Associated with the Conversion	4
Procedures for and Effects of the Conversion	5
Determination of the Conversion Terms	5
No Appraisal Rights	6
Material United States Federal Income Tax Considerations	6
Required Vote	7

DESCRIPTION OF THE PREFERRED STOCK	8

General	8
Listing	8
No Maturity, Sinking Fund or Mandatory Redemption	8
Ranking	8
Dividends	8
Liquidation Preference	9
Redemption	10
Conversion Rights	11
Voting Rights	14
Information Rights	15
No Preemptive Rights	16
Change of Control	16

DIFFERENCES IN RIGHTS OF OUR COMMON STOCK AND PREFERRED STOCK	17

CAPITALIZATION	18

DIVIDEND POLICY AND DIVIDENDS PAID ON OUR COMMON STOCK	19

STOCK OWNERSHIP MATTERS	19

Principal Holders of Securities	19
Security Ownership of Management	20

2024 ANNUAL REPORT and FIRST QUARTER 2025 FORM 10-Q	20
APPENDIX A	A-1

	●	the right to receive quarterly dividends, including accumulated and unpaid dividends, which currently amount to $4.50 per preferred share
	●	preference to distributions upon the liquidation of the Company, which currently amounts to $25.00 per preferred share plus $4.50 per share in accumulated and unpaid dividends.

	●	The recent market values of the preferred stock and common stock;
	●	The liquidation preference value of the preferred stock, including accumulated and unpaid dividends (the “Cumulative Liquidation Preference”);
	●	The estimated ability of the Company to pay further dividends on the preferred stock;
	●	Estimated working capital requirements of the Company’s current and anticipated operations;
	●	The ability of the Company to raise additional equity capital;
	●	The perceived impact of the preferred stock on the Company’s ability to engage in business combination transactions with other entities;
	●	The limited trading volume and limited liquidity of the preferred stock and the common stock;
	●	The Conversion ratio necessary to a have a reasonable likelihood of obtaining the affirmative preferred stockholder vote necessary to approve the Preferred Stock Proposal; and
	●	A Conversion ratio that provides a premium to the average of the 10-day volume weighted average price (“VWAP”) of shares of the preferred stock and implies a premium to the average of the 10-day VWAP of shares of the common stock.

	●	the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction of our stock entitling that person to exercise more than 50% of the total voting power of all our stock entitled to vote generally in the election of our directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
	●	following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE MKT or NASDAQ Stock Market, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ Stock Market.

	●	the redemption date;
	●	the number of shares of preferred stock to be redeemed;
	●	the redemption price;
	●	the place or places where certificates (if any) for the preferred stock are to be surrendered for payment of the redemption price;
	●	that dividends on the shares to be redeemed will cease to accumulate on the redemption date;
	●	whether such redemption is being made pursuant to the provisions described above under “—Optional Redemption” or “—Special Optional Redemption”;
	●	if applicable, that such redemption is being made in connection with a Change of Control and, in that case, a brief description of the transaction or transactions constituting such Change of Control; and
	●	if such redemption is being made in connection with a Change of Control, that the holders of the shares of preferred stock being so called for redemption will not be able to tender such shares of preferred stock for conversion in connection with the Change of Control and that each share of preferred stock tendered for conversion that is called, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.

	●	the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of preferred stock plus the amount of any accrued and unpaid dividends thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date and prior to the corresponding dividend payment date for the preferred stock, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price, as defined below (such quotient, the “Conversion Rate”); and
	●	250.00, which we refer to as the “Share Cap,” subject to certain adjustments as described below.

	●	the events constituting the Change of Control;
	●	the date of the Change of Control;
	●	the last date on which the holders of preferred stock may exercise their Change of Control Conversion Right;
	●	the method and period for calculating the Common Stock Price;
	●	the Change of Control Conversion Date;
	●	that if, prior to the Change of Control Conversion Date, we have provided notice of our election to redeem all or any shares of preferred stock, holders will not be able to convert the shares of preferred stock called for redemption and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right;
	●	if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of preferred stock;
	●	the name and address of the paying agent, transfer agent and conversion agent for the preferred stock;
	●	the procedures that the holders of preferred stock must follow to exercise the Change of Control Conversion Right (including procedures for surrendering shares for conversion through the facilities of a Depositary (as defined below)), including the form of conversion notice to be delivered by such holders as described below; and
	●	the last date on which holders of preferred stock may withdraw shares surrendered for conversion and the procedures that such holders must follow to effect such a withdrawal.

	●	the relevant Change of Control Conversion Date;
	●	the number of shares of preferred stock to be converted; and
	●	that the preferred stock is to be converted pursuant to the applicable provisions of the preferred stock.

	●	the number of withdrawn shares of preferred stock;
	●	if certificated preferred stock has been surrendered for conversion, the certificate numbers of the withdrawn shares of preferred stock; and
	●	the number of shares of preferred stock, if any, which remain subject to the holder’s conversion notice.

Voting Rights		Common Stock: One vote per share on all matters submitted to stockholders. Preferred Stock: No voting rights other than: ● When dividends on the preferred stock are in arrears for six or more quarterly periods (whether or not consecutive), the holders of preferred stock (voting together as a single class with all other equity securities of the Company ranking on a parity with the preferred stock as to the payment of dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the Company upon which like voting rights have been conferred and are exercisable) shall be entitled to elect a total of two additional directors to the Board until all dividends accumulated on the preferred stock for the past dividend periods and the then current dividend period shall have been fully paid or authorized and a sum sufficient for the payment thereof set aside for payment; ● When any action is to be taken to authorize, create or increase the authorized or issued amount of any class or series of equity securities ranking senior to the outstanding preferred stock with respect to the payment of dividends or the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Company or to reclassify any authorized equity securities of the Company into any such senior equity securities, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such senior equity securities; and ● When any action is to be taken to amend, alter or repeal the provisions of the Charter so as to materially and adversely affect any right, preference or voting power of the preferred stock.


Dividend Rights		Common Stock: The payment of dividends on our common stock is at the discretion of our Board. No dividends can be paid on any of our common stock until all unpaid dividends on our preferred stock are paid in full. We do not anticipate that any dividends will be declared or paid on shares of common stock in the foreseeable future. Preferred Stock: Dividends on the preferred stock are payable quarterly in cash when, as and if declared by the Board and accumulate at a rate of 9.00% per annum which amount equals $0.5625 per share per quarter.


Optional Redemption		Common Stock: We do not have right to redeem common stock. Preferred Stock: The Company, at its option, upon giving notice to the Preferred Holders, may redeem the preferred stock, in whole or from time to time in part, for cash, at a redemption price of $25.00 per share, plus all accumulated and unpaid dividends thereon to the date of redemption.


Mandatory Redemption		Common Stock: Holders have no right to require redemption. Preferred Stock: Holders have no right to require redemption.

Optional Conversion		Common Stock: Not convertible. Preferred Stock: Upon the occurrence of a Change of Control, each holder of preferred stock will have the right, unless, prior to the date set forth in the notice of Change of Control provided in accordance with the Charter (the “Change of Control Conversion Date”), the Company has provided notice of its election to redeem the preferred stock, to convert some or all of the preferred stock held by such holder on the Change of Control Conversion Date into a number of shares of the Company’s common stock equal to the lesser of: (a) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record and prior to the corresponding dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (as defined ); and (b) 250.00, subject to certain adjustments.


Forced Conversion		Common Stock: We have no right to force conversion of common stock into another security. Preferred Stock: We have no right to force a conversion of the preferred stock into another security, except by amending the terms of the Preferred Stock Certificate with the consent of the holders of two-thirds (66 2/3%) of the outstanding preferred stock in such series (if the changes are adverse to the holders of the preferred stock).


Liquidation		Common Stock: Distributions only made to holders of common stock if liquidation preferences of preferred stock are satisfied. Preferred Stock: Preferred Holders are entitled to receive out of the assets of the Company available for distribution to stockholders an amount equal to $25.00 per share, plus any accumulated and unpaid dividends thereon to the date of payment (whether or not declared) before any distribution of assets is made to holders of common stock and any other shares of equity securities of the Company that rank junior to the preferred stock as to liquidation rights.


Fractional Shares		Fractional shares of our common stock will not be distributed in the Preferred Stock Proposal. Instead, any fractional shares will be rounded down to the nearest whole number of shares for each holder.

	●	on an actual basis; and
	●	on an as adjusted basis to give effect to the Conversion of all shares of preferred stock for 3.9 shares of common stock, assuming a fair market value of $4.28 for the common stock, which is the 10-day average of the VWAP of the common stock as of July 16, 2024.

				As Adjusted −
				Common
	Actual			Stock
Preferred Stock ($25 liquidating preference per share, 1,682,985 and 0 shares, issued and outstanding)	$	37,779		$	—
Common stock, 1,405,779 and 7,969,421 issued and outstanding		14			80
Additional paid-in capital		113,121			141,148
Accumulated deficit		(128,307	)		(118,620	)
Accumulated other comprehensive gain		34			34
Total stockholders’ equity of the Company	$	22,641		$	22,641

	Preferred Stock
	Beneficially Owned
	Number of		Percent of
Name and Address of Beneficial Owner⁽¹⁾	Shares		Class⁽²⁾
Mitsubishi Heavy Industries, Ltd.
6-1, 6-Chome,
Hikoshima-Enoura-Cho Shimonoseki 750-8505 Japan⁽³⁾		150,234		8.9	%

Peter H. Blum⁽⁴⁾
Timberloch Place, Suite 550, The Woodlands, Texas 77380		21,696		1.3	%

	MIND TECHNOLOGY, INC.

	By:
	Name:	Robert P. Capps
	Title:	President and Chief Executive Officer