MIND Technology Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

false 0000926423 0000926423 2025-01-24 2025-01-24 0000926423 mind:CommonStockCustomMember 2025-01-24 2025-01-24 0000926423 mind:SeriesAPreferredStockCustomMember 2025-01-24 2025-01-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of Earliest Event Reported):         January 24, 2025

 

 

__________________________________________

(Exact name of registrant as specified in its charter)

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

On January 24, 2025 (the "Effective Date"), MIND Technology, Inc. (the "Company") entered into an Employment Agreement with Mr. Mark A. Cox (the “Employment Agreement"). Pursuant to the Employment Agreement, Mr. Cox will continue to serve as Vice President and Chief Financial Officer of the Company.

 

The Employment Agreement provides, subject to certain limitations set forth therein, for Mr. Cox and (an "Executive") to receive a base salary, an annual cash bonus, equity compensation, severance and certain other benefits, which are summarized below, for a two-year period beginning on the Effective Date (the "Term"). The Term shall be automatically extended for successive one-year periods unless either party provides written notice of termination at least 60 days prior to the date the then-current Term would otherwise end.

 

 

•    Base Salary. The Executive’s annual base salary ("Base Salary") will remain unchanged. Currently, Mr. Cox’s Base Salary is $270,000 which amounts may be increased, but not decreased.

 

•    Bonus. Each Executive will be eligible to receive an annual bonus subject to performance targets to be established by the compensation committee of the Board (the "Compensation Committee").

 

•    Equity-Based Compensation. Each Executive will be eligible to receive awards under the Company’s equity incentive plans in amounts determined by the Compensation Committee.

 

•    Benefits. The Company will provide each of the Executives with such retirement and group insurance programs or other fringe benefit plans as are customarily provided to similarly situated executives of the Company.

 

•    Severance.

 

For Cause; Other than for Good Reason; death or Disability. If an Executive’s employment is terminated by the Company for "Cause" (as defined in the Employment Agreements), by the Executive without "Good Reason" (as defined in the Employment Agreements), or due to the Executive’s death or Disability, the Executive will be entitled to receive (i) all accrued Base Salary through the date of termination and (ii) any post-employment benefits due under the terms and conditions of the Company’s benefit plans. The Executive will not be entitled to any additional amounts or benefits as the result of a termination of employment described under this paragraph.

 

Without Cause; Good Reason. If an Executive terminates his employment for Good Reason or is terminated by the Company other than for Cause, Disability or death, he will be entitled to a severance payment in an amount equal to one times the sum of (A) the value of the Base Salary, as then in effect, and (B) the greater of (1) the value of the Executive’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date and (2) 25% of the Executive’s Base Salary as in effect immediately prior to the Termination Date.

 

•    Release; Non-Competition and Non-Solicitation. Executive’s eligibility and entitlement, if any, to each severance payment and any other payment and benefit described above is subject to the execution and non-revocation of a customary release of claims agreement by the Executive. Also as a condition to receive the severance benefits above, during each Executive’s employment and for a period of 12 months following his separation from the Company, he may not compete with the Company or its direct or indirect subsidiaries (collectively, the "Company Group"), nor solicit any customers, suppliers or employees of the Company Group.

 

The foregoing is a summary of the material terms of the Employment Agreements and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed herewith as Exhibit 10., which is incorporated by reference. Capitalized terms used but not defined in this summary shall have the meanings given to them in the Employment Agreements.

 

 

 

(d)    Exhibits. The following exhibits are filed as a part of this report: Exhibit No. Description

 

10.1 Employment Agreement, dated as of January 24, 2025, by and between the Company and Mark A. Cox.

 

 

 

 

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.