MIND Technology Files 8-K for Shareholder Votes and Financials

TL;DR

MIND Tech filed an 8-K on Aug 29th covering shareholder votes, Reg FD, and financials.

AI Summary

MIND Technology, Inc. filed an 8-K on August 29, 2024, to report on the submission of matters to a vote of security holders, Regulation FD disclosures, and financial statements and exhibits. The filing indicates that the company is providing updates on these key areas to the SEC.

Why It Matters

This filing provides crucial updates for investors regarding shareholder voting matters and the company's financial reporting, offering transparency into recent corporate actions.

Risk Assessment

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

Key Players & Entities

• MIND Technology, Inc. (company) — Registrant
• August 29, 2024 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• 001-13490 (filing_id) — SEC File Number
• 76-0210849 (tax_id) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $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

• mind20240828_8k.htm (8-K) — 46KB
• ex_719735.htm (EX-99.1) — 11KB
• logo01.jpg (GRAPHIC) — 22KB
• 0001437749-24-028001.txt ( ) — 238KB
• mind-20240829.xsd (EX-101.SCH) — 4KB
• mind-20240829_def.xml (EX-101.DEF) — 13KB
• mind-20240829_lab.xml (EX-101.LAB) — 17KB
• mind-20240829_pre.xml (EX-101.PRE) — 13KB
• mind20240828_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 August 29, 2024, MIND Technology, Inc. (the "Company") reconvened a virtual special meeting of preferred stockholders (the "Special Meeting"). At the Special Meeting, a total of 1,346,322 shares, or 80% of the shares of the Company's 9.00% Series A Cumulative Preferred Stock issued and outstanding as of July 16, 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 one proposal, 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 and July 22, 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 October 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"). The voting results for the Preferred Stock Proposal are set forth below. For Against Abstentions 1,195,342 140,459 10,521

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 29, 2024, the Company issued a press release announcing the results of the reconvened 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,

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 August 29, 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. August 29, 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