false 0000926423 0000926423 2021-11-04 2021-11-04 0000926423 mind:CommonStockCustomMember 2021-11-04 2021-11-04 0000926423 mind:SeriesAPreferredStockCustomMember 2021-11-04 2021-11-04

 

 

 

 

Date of Report (Date of earliest event reported): November 4, 2021

 

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 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. ☐

 

 

Item 5.03.         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 4, 2021, the Company filed a Third Certificate of Amendment (the “Third Amendment”) of Certificate of Designations, Preferences and Rights of 9.00% Series A Cumulative Preferred Stock with the Secretary of State of the State of Delaware to increase the Exchange Cap, as defined in the Certificate of Designations, to 49,851,150 shares of common stock, such Exchange Cap representing a cap of 25 shares of common stock per authorized share of the Company’s authorized 9.00% Series A Cumulative Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”), with the rights, preferences, privileges, qualifications, restrictions and limitations set forth in the Certificate of Designations filed as Exhibit 3.5 to the Company’s Current Report on Form 8-K, filed with the SEC on August 7, 2020 (the “Certificate of Designations”), as amended by the Second Certificate of Amendment to the Certificate of Designations filed as Exhibit 3.5 to the Company's Registration Statement on Form S-1 (File No. 333-260486) filed with the SEC on October 25, 2021 (the “Second Amendment”).

 

The foregoing description of the Third Amendment is not complete and is qualified in its entirety by reference to (i) the Certificate of Designations, (ii) the Second Amendment, and (iii) the Third Amendment, a copy of which is attached as Exhibit 3.3 hereto, each of which is incorporated into this Item 5.03 by reference.

 

 

 

 

 

 

 

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.