mind20230523_10ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended January 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number: 000-13490

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware			76-0210849
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2002 Timberloch Place
Suite 550
The Woodlands, Texas			77380
(Address of principal executive offices)			(Zip Code)

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

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

Title of each class		Name of each exchange on which registered
Common Stock - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC
Series A Preferred Stock - $1.00 par value per share	MINDP	The NASDAQ Stock Market LLC

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Class		Outstanding at May 30, 2023
Common Stock, $0.01 par value per share		13,788,738	shares

PART III		1

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1

ITEM 11.	EXECUTIVE COMPENSATION	10

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	20

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	22

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	24

PART IV		25

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	25

SIGNATURES		26

Name	Position
Robert P. Capps	President, Chief Executive Officer
Mark A. Cox	Vice President and Chief Financial Officer
Dennis P. Morris	Former Vice President and Chief Operating Officer

Name and Principal Position	Fiscal Year Ended Jan 31	Salary		Stock Awards (2)		Option Awards (3)		All Other Compensation (4)		Total

Robert P. Capps	2023		285.000		—		48,767		13,434		347,201
President, CEO	2022		262,500		—	72,487			12,838		347,825

Mark A. Cox	2023		230,000		—		29,260		11,234		270,494
VP and CFO	2022		218,000		—	41,421			10,658		270,079

Dennis P. Morris	2023		225,625		—		—		105,975		331,600
Former VP and COO (1)	2022		285,000		—		62,132		82,785		429,917

Name	Life Insurance Premiums		401(k) Matching Contributions		Others (a)		Total
		$		$		$		$
Robert P. Capps		2,034		11,400		—		13,434
Mark A. Cox		2,034		9,200		—		11,234
Dennis P. Morris		809		4,322		100,844		105,975

	Option Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date

Robert P. Capps		60.000			—			5.00	5/27/2025
		60.000			—			2.80	1/12/2026
		90.000			—			4.62	2/15/2027
		50,000			—			3.79	7/12/2028
		50,000			—			4.19	7/23/2029
		23,333			46,667	⁽¹⁾		1.97	8/5/2031
		—			100,000	⁽²⁾		0.79	8/3/2032

Dennis P. Morris		250,000	(3)		—			1.25	3/31/2030
		60,000	(3)		—			1.97	8/05/2031

Mark A. Cox		30,000			—			4.64	2/22/2027
		20,000			—			3.79	7/12/2028
		20,000			—			4.19	7/23/2029
		13.333			26,667	⁽¹⁾		1.97	8/5/2031
		—			60,000	⁽²⁾		0.79	8/3/2032

	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Total
Name	($)		($)(1)		($)(2)		($)
Peter H. Blum Non-Executive Chairman		131,375		—		34,136		165,511
Robert J. Albers (3)		23,375		—		—		23,375
Alan P. Baden		43,875		5,500		53,005		102,380
Thomas S. Glanville		71,000		—		21,945		92,945
Nancy P. Harned		45,000		5,500		53,005		103,505
William H. Hilarides		72,500		—		21,945		94,445

	Fiscal 2023
Annual supplemental cash retainers:	$
Non-executive chairman		50,000
Member of Audit Committee		7,500
Chairman of Audit Committee		8,500
Member of Compensation Committee		5,000
Chairman of Compensation Committee		6,000
Member of Nominating Committee		4,000
Chairman of Nominating Committee		4,000
Member of Strategic Planning Committee		10,000
Chairman of Strategic Planning Committee		30,000
Each Board meeting attended		3,500

	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Stock Awards Plan	4,106,000	$2.84	180,000
Total	4,106,000	$2.84	180,000

	Preferred Stock Beneficially Owned
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares		Percent of Class⁽²⁾
Mitsubishi Heavy Industries, Ltd
6-1, 6-Chrome Hikoshima-Enoura-Cho Shimonoseki 750-8505 Japan		174,046		10.3	%

	Common Stock Beneficially Owned
Name of Beneficial Owner⁽¹⁾	Number of Shares			Percent of Class⁽²⁾
Peter H. Blum		878,970	⁽³⁾		6.4	%
Alan P. Baden		15,167	⁽⁴⁾		*
Robert P. Capps		395,263	⁽⁵⁾		2.9	%
Thomas S. Glanville		148,500	⁽⁶⁾		1.1	%
Nancy J. Harned		15,167	⁽⁷⁾		*
William H. Hilarides		60,500	⁽⁸⁾		*
Mark A. Cox		83,333	⁽⁹⁾		*
All current directors and executive officers as a group (7 persons)		1,596,900	⁽¹⁰⁾		11.6	%

	2023		2022
Audit fees⁽¹⁾	$	466,496	$	416,750
Total Fees	$	466,496	$	416,750

Exhibit	Document Description	Form	Exhibit
31.1†	Certification of Robert P. Capps, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2†	Certification of Mark A. Cox, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

Date: May 31, 2023	By:	/s/ ROBERT P. CAPPS
		Robert P. Capps
		President – Chief Executive Officer and Director
		(Principal Executive Officer)

SEC Form 10-K/A filed by MIND Technology Inc. (Amendment)