S-1/A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

S-1/A 1 d235975ds1a.htm S-1/A S-1/A

As filed with the Securities and Exchange Commission on November 4, 2021

Registration No. 333-260486

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware

3812

76-0210849

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification No.)

2002 Timberloch Place, Suite 400

The Woodlands, Texas 77380

936-291-2277

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert P. Capps

President and Chief Executive Officer

2002 Timberloch Place, Suite 400

The Woodlands, Texas 77380

936-291-2277

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Timothy T. Samson

Amy R. Curtis

Holland & Knight LLP

811 Main Street, Suite 2500

Houston, Texas 77002

(713) 821-7000

Richard H. Kronthal

Hunton Andrews Kurth LLP

200 Park Avenue

New York, New York 10166

(212) 309-1000

Philip M. Haines

Hunton Andrews Kurth LLP

600 Travis Street, Suite 4200

Houston, TX 77002

(713) 220-4200

Approximate date of commencement of proposed sale of the securities to the public

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾	Proposed Maximum Offering Price Per Share⁽²⁾⁽³⁾	Proposed Maximum Aggregate Offering Price⁽¹⁾	Amount of Registration Fee⁽⁴⁾
Series A Cumulative Preferred Stock, par value $1.00	414,000	$24.76	$10,250,640.00	$951.00

(1)	Includes 54,000 additional shares of our Series A Cumulative Preferred Stock that the underwriters have the option to purchase.

(2)

Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per share of Series A Cumulative Preferred Stock and the maximum aggregate offering price are based on the average of the $24.76 (high) and $24.75 (low) sale price of the Registrant’s Series A Cumulative Preferred Stock as reported on the Nasdaq on November 2, 2021, which date is within five business days prior to filing this Registration Statement.

(3)

Pursuant to Rule 416 under the Securities Act, this registration statement also covers such indeterminate number of additional shares of Series A Cumulative Preferred Stock, issued to prevent dilution resulting from stock splits, stock dividends or similar events. No additional consideration will be received for such additional number of shares of Series A Cumulative Preferred Stock, and therefore no registration fee is required pursuant to Rule 457(i) under the Securities Act.

(4)	The registrant previously paid $1,067 in connection with a prior filing of this Registration Statement.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 4, 2021

PRELIMINARY PROSPECTUS

LOGO

MIND Technology, Inc.

360,000 Shares

Series A Cumulative Preferred Stock

(par value $1.00 per share)

We are offering 360,000 shares of our Series A Cumulative Preferred Stock, par value $1.00 per share, which we refer to in this prospectus as our “preferred stock” or our “Series A Preferred Stock”.

Our preferred stock trades under the symbol “MINDP” on the NASDAQ Stock Market. The last reported sales price of our preferred stock on the NASDAQ Stock Market on November 3, 2021 was $24.79 per share.

In reviewing this prospectus, you should carefully consider the matters described in “Risk Factors” beginning on page 10 of this prospectus.


	Per Share	Total
Price to Public	$	$
Underwriting Discounts and Commissions⁽¹⁾	$	$
Proceeds to MIND Technology, Inc.⁽²⁾	$	$

(1)	See “Underwriting” for additional information regarding underwriting compensation.

(2)	Before expenses.

We have granted the underwriters the option to purchase up to 54,000 additional shares of preferred stock on the same terms and conditions set forth above within 30 days from the date of this prospectus.

Delivery of the shares of preferred stock will be made on or about November , 2021.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is not an offer to sell, or a solicitation of an offer to buy, any securities in any state where offers or sales are not permitted.

Ladenburg Thalmann

The date of this prospectus is November , 2021.

TABLE OF CONTENTS


PROSPECTUS SUMMARY			1
RISK FACTORS			10
USE OF PROCEEDS			16
MARKET PRICE OF OUR PREFERRED STOCK			17
DIVIDEND POLICY			18
CAPITALIZATION			19
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			20
DESCRIPTION OF COMMON STOCK			21
DESCRIPTION OF SERIES A PREFERRED STOCK			22
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			35
UNDERWRITING			42
LEGAL MATTERS			45
EXPERTS			45
WHERE YOU CAN FIND MORE INFORMATION			46

We have not authorized any dealer, salesman or other person to provide you with information other than the information contained in or incorporated by reference into this prospectus. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the preferred stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of the prospectus or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement About Forward-Looking Statements.”

Certain amounts and percentages included in this prospectus have been rounded. Accordingly, in certain instances, the sum of the numbers in a column of a table may not exactly equal the total figure for that column.

The market data and certain other statistical information used throughout this prospectus or incorporated by reference into this prospectus are based on independent industry publications, government publications and other published independent sources. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “expect,” “may,” “will,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SEC Form S-1/A filed by MIND Technology, Inc. (Amendment)