false 0000926423 0000926423 2024-01-05 2024-01-05 0000926423 mind:CommonStockCustomMember 2024-01-05 2024-01-05 0000926423 mind:SeriesAPreferredStockCustomMember 2024-01-05 2024-01-05

 

 

 

 

Date of Report (Date of earliest event reported): January 5, 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. ☐

 

 

 

Item 8.01         Deferral of Preferred Stock Dividend

 

On January 5, 2024, MIND Technology, Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) had elected not to declare a dividend on its 9.00% Series A Cumulative Preferred Stock (“Series A Preferred Stock”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01. 

 

Pursuant to the Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock, as amended (the “Certificate of Designation”), upon the deferral of the dividend on shares of Series A Preferred Stock for the fourth quarter of the Company’s fiscal year ending January 31, 2024, which will cause the dividends on such shares to be in arrears for six quarterly dividend periods, the number of directors constituting the Company’s Board will automatically increase by two, or from five to seven directors. Holders of the Series A Preferred Stock, voting as a class, will be entitled to vote for the election of the additional two directors at a special meeting called by the Company at the request of holders of record of at least 25% of the outstanding shares of Series A Preferred Stock. Such rights will continue until all dividends accumulated on the Series A Preferred Stock for all past dividend periods and the then current dividend period have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. Other rights and limitations regarding voting rights of holders of the Series A Preferred Stock are specified in the Certificate of Designation.

 

 

 

 

 

 

 

 

 

 

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.