MIND Technology Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): September 4, 2024
 

 

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code: (281) 353-4475

 

(Former name or former address, if changed since last report.)

 

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. ☐

 

 

 

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

 

 

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 Series A preferred stock represented the number of shares of common stock into which such shares of Series A preferred stock were converted as of the Conversion Effective Time.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

 

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.

 

 

(d) Exhibits

 

 

 

 

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.