MIND Technology Files 8-K on Security Holder Rights

TL;DR

MIND Tech 8-K: Changes to security holder rights and corporate docs filed. Watch for impacts.

AI Summary

MIND Technology, Inc. filed an 8-K on September 4, 2024, reporting material modifications to security holder rights and amendments to its articles of incorporation. The filing also includes Regulation FD disclosures and financial statements/exhibits, indicating potential changes in the company's corporate structure or security terms.

Why It Matters

This filing signals potential changes to the rights associated with MIND Technology's securities, which could impact investors' stakes and the company's capital structure.

Risk Assessment

Risk Level: medium — Filings concerning modifications to security holder rights and corporate structure can introduce uncertainty and potential shifts in investor value.

Key Players & Entities

• MIND Technology, Inc. (company) — Registrant
• September 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-13490 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock - $0.01 par value per share MIND The NASDAQ
• $1.00 — Market LLC Series A Preferred Stock - $1.00 par value per share MINDP The NASDA

Filing Documents

• mind20240902_8k.htm (8-K) — 32KB
• ex_720481.htm (EX-3.1) — 13KB
• ex_720476.htm (EX-99.1) — 11KB
• logo.jpg (GRAPHIC) — 10KB
• 0001437749-24-028480.txt ( ) — 230KB
• mind-20240904.xsd (EX-101.SCH) — 4KB
• mind-20240904_def.xml (EX-101.DEF) — 14KB
• mind-20240904_lab.xml (EX-101.LAB) — 18KB
• mind-20240904_pre.xml (EX-101.PRE) — 14KB
• mind20240902_8k_htm.xml (XML) — 5KB

03

Item 3.03 Material Modification to Rights of Security Holders The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On August 29, 2024, MIND Technology, Inc. (the "Company") reconvened a virtual special meeting of preferred stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Company's Certificate of Designations, Preferences and Rights of 9.00% Series A Cumulative Preferred Stock, as amended to date (the "Certificate of Designations"), to provide that, at the discretion of the Company's board of directors (the "Board") 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 (the "the Series A preferred stock"), would be converted (the "Conversion") into 3.9 shares of common stock, $0.01 par value per share (the "common stock"), upon the effective time of the Amendment. On August 30, 2024, the Board elected to proceed with the Conversion by filing the Amendment with the Delaware Secretary of State. Effective on September 4, 2024 at 4:01 p.m. Eastern Time (the "Conversion Effective Time"), each share of Series A preferred stock was automatically, without any action on the part of the holder thereof, converted into 3.9 shares of the Company's common stock. No fractional shares were issued in connection with the Conversion. Any fractional shares of common stock that preferred stockholders of record were entitled to receive were rounded down to the nearest whole number of shares of common stock in lieu of such fractional share. The designation of the Series A preferred stock and all matters set forth in the Certificate of Designations were eliminated. From and after the Conversion Effective Time, (i) shares of Series A preferred stock are no longer issued or outstanding and were automatically cancelled and retired and (ii) each certificate representing shares of the S

01

Item 7.01 Regulation FD Disclosure On September 5, 2024, the Company issued a press release announcing the completion of the Conversion. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Fifth Certificate of Amendment of Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock. 99.1 MIND Technology, Inc. press release dated September 5, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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. September 5, 2024 By: /s/ Robert P. Capps Name: Robert P. Capps Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR