MIND Technology Files 8-K on Shareholder Votes & Reg FD

TL;DR

MIND Tech filed an 8-K on June 13th covering shareholder votes and Reg FD disclosures.

AI Summary

MIND Technology, Inc. filed an 8-K on June 17, 2024, reporting on matters submitted to a vote of security holders and a Regulation FD disclosure. The earliest event reported was on June 13, 2024. The filing also includes financial statements and exhibits.

Why It Matters

This filing provides updates on important corporate actions and disclosures, potentially impacting investor understanding of the company's governance and communications.

Risk Assessment

Risk Level: low — This is a routine 8-K filing reporting on standard corporate events and disclosures, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• MIND Technology, Inc. (company) — Registrant
• June 13, 2024 (date) — Earliest event reported
• June 17, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share, issued and outstanding as of
• $1.00 — 0% Series A Cumulative Preferred Stock, $1.00 par value per share shall be converted
• $0.01 — verted into 3.9 shares of common stock, $0.01 par value per share, upon the effective

Filing Documents

• mind20240613_8k.htm (8-K) — 42KB
• ex_687798.htm (EX-99.1) — 13KB
• logo01.jpg (GRAPHIC) — 11KB
• 0001437749-24-020468.txt ( ) — 225KB
• mind-20240613.xsd (EX-101.SCH) — 4KB
• mind-20240613_def.xml (EX-101.DEF) — 13KB
• mind-20240613_lab.xml (EX-101.LAB) — 18KB
• mind-20240613_pre.xml (EX-101.PRE) — 13KB
• mind20240613_8k_htm.xml (XML) — 5KB

07. Submission of Matters toa Vote of Security Holders

Item 5.07. Submission of Matters toa Vote of Security Holders. On June 13, 2024, MIND Technology, Inc. (the "Company") convened and adjourned a virtual special meeting of preferred stockholders (the "Special Meeting"). At the Special Meeting, a total of 1,137,719 shares, or 67.60% of the shares of the Company's common stock, par value $0.0001 per share, issued and outstanding as of April 26, 2024, which is the record date for the Special Meeting, were represented virtually or by proxy, constituting a quorum. At the Special Meeting, the Company's stockholders considered two proposals, each of which is set forth below and described in more detail in the Company's definitive proxy statement on Schedule 14A (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC") on March 22, 2024, as revised on May 8, 2024. Proposal No. 1 : To approve an amendment to the Company's Certificate of Designations, Preferences and Rights of 9.00% Series A Cumulative Preferred Stock, to provide that, at the discretion of the Company's 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 9.00% Series A Cumulative Preferred Stock, $1.00 par value per share shall be converted into 3.9 shares of common stock, $0.01 par value per share, upon the effective time of the Amendment (the "Preferred Stock Proposal"). Proposal No. 2 : To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Preferred Stock Proposal (the "Adjournment Proposal"). As there were not sufficient votes to approve the Preferred Stock Proposal at the time of the Special Meeting, the sole item of business presented to the preferred stockholders for consideration at the virtual special meeting was a vote on the Adjournment Proposal. The voting results for the Adjournment

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 13, 2024, the Company issued a press release announcing the adjournment of the virtual special meeting of preferred stockholders. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into Item 7.01. The information in this Item 7.01 (including the press release attached as Exhibit 99.1 and incorporated by reference into 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, 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, 2024 (esp

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description (d) Exhibits. 99.1 MIND Technology, Inc. press release dated June 13, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. June 17, 2024 By: /s/ Robert P. Capps Name: Robert P. Capps Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR