Mind Technology, INC 8-K Filing

Ticker: MIND · Form: 8-K · Filed: Sep 2, 2025 · CIK: 926423

Mind Technology, INC 8-K Filing Summary
FieldDetail
CompanyMind Technology, INC (MIND)
Form Type8-K
Filed DateSep 2, 2025
Pages4
Reading Time5 min
Key Dollar Amounts$0.01, $25.0 million, $4.0 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Mind Technology, INC (ticker: MIND) to the SEC on Sep 2, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $0.01 (ge on which registered Common Stock - $0.01 par value per share MIND The NASDAQ); $25.0 million (ch the Company may offer and sell up to $25.0 million of shares (the "Shares") of the Company); $4.0 million (e Program") for the repurchase of up to $4.0 million of the Company's commons stock through).

How long is this filing?

Mind Technology, INC's 8-K filing is 4 pages with approximately 1,214 words. Estimated reading time is 5 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 1,214 words · 5 min read · ~4 pages · Grade level 10.8 · Accepted 2025-09-02 16:21:58

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Equity Distribution Agreement On August 28, 2025, MIND Technology, Inc. (the "Company") entered into an equity distribution agreement (the "Sales Agreement") with Lucid Capital Markets LLC (the "Agent"), pursuant to which the Company may offer and sell up to $25.0 million of shares (the "Shares") of the Company's common stock, par value $0.01 per share, from time to time through the Agent (the "Offering"). The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include, among other things, future acquisitions, the financing of capital expenditures and additions to its working capital. Pursuant to the Sales Agreement, the Shares may be offered and sold through the Agent by any method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including without limitation sales made directly on the NASDAQ Capital Market, on any existing trading market for the Shares or to or through a market maker other than on an exchange or, if specified in a placement notice from the Company, in negotiated transactions. Under the Sales Agreement, the Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the Shares sold through the Agent from time to time pursuant to the terms of the Sales Agreement. The Company has no obligation to sell any of the Shares under the Sales Agreement and may suspend solicitations and offers under the Sales Agreement at any time. The Shares will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-286763) declared effective by the Securities and Exchange Commission (the "SEC") on May 1, 2025. The Company is filing a prospectus supplement, dated September 2, 2025, to the prospectus, with the SEC in connection with the Offering. The foregoing description of the Sales Agreement is not compl

01

Item 7.01 Regulation FD Disclosure. On September 2, 2025, the Company issued a press release announcing the Sales Agreement and the Share Repurchase Program (as defined below). 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 unless specifically identified therein as being incorporated therein by reference.

01

Item 8.01 Other Events. On August 28, 2025, the Company's Board of Directors authorized a share repurchase program (the "Share Repurchase Program") for the repurchase of up to $4.0 million of the Company's commons stock through August 31, 2027. The Share Repurchase Program is effective immediately. Under the Share Repurchase Program, the Company may purchase its ordinary shares through various means, including open market transactions, privately negotiated transactions, block trades, any combination thereof or other legally permissible means. The Company may effect repurchase transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions, along with the Company's working capital requirements, general business conditions and other factors. The Share Repurchase Program does not obligate the Company to repurchase any specific dollar amount or number of shares and share repurchases thereunder will be made in accordance with applicable securities laws and may be discontinued by the Company, in its sole discretion and without notice.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Number Description 1.1 Sales Agreement, dated as of August 28, 2025, by and between MIND Technology, Inc. and Lucid Capital Markets LLC. 5.1 Opinion of Holland & Knight LLP. 23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1 hereto). 99.1 Press release dated September 2, 2025. 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. September 2, 2025 By: /s/ Robert P. Capps Name: Robert P. Capps Title: President and Chief Executive Officer

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