Item 1.01. Entry into a Material Definitive Agreement.
Equity Distribution Agreement
On September 25, 2020, MIND Technology, Inc. (the "Company") entered into an
equity distribution agreement (the "Equity Distribution Agreement") with
Ladenburg Thalmann & Co. Inc. (the "Agent"), pursuant to which the Company may
sell up to (i) 5,000,000 shares (the "Common Shares") of the Company's common
stock, par value $0.01 per share, and (ii) 500,000 shares (the "Preferred
Shares" and, together with the Common Shares, the "Shares") of the Company's
9.00% Series A Cumulative Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), from time to time through the Agent.
Pursuant to the Equity Distribution Agreement, the Shares may be offered and
sold through the Agent by any method permitted by law deemed to be an
"at-the-market" offering as defined in Rule 415 under the Securities Act of
1933, as amended, including without limitation sales made directly on the NASDAQ
Global Select Market, on any existing trading market for the Shares or to or
through a market maker other than on an exchange or, if specified in a placement
notice from the Company, in negotiated transactions. Under the Equity
Distribution Agreement, the Agent will be entitled to compensation of up to 2.0%
of the gross proceeds from the sale of the Shares sold through the Agent from
time to time pursuant to the terms of the Equity Distribution Agreement. The
Company has no obligation to sell any of the Shares under the Equity
Distribution Agreement and may at any time suspend solicitations and offers
under the Equity Distribution Agreement.
The Shares will be issued pursuant to the Company's Registration Statement on
Form S-3 (File No. 333-233984), as amended by Post-Effective Amendment No. 1
thereto, declared effective by the Securities and Exchange Commission (the
"SEC") on September 21, 2020. The Company is filing a prospectus supplement,
dated September 25, 2020, to the prospectus, with the SEC in connection with the
offering and sale by the Company of the Shares.
The Agent and its affiliates may from time to time in the future provide to the
Company and its affiliates certain commercial banking, financial advisory,
investment banking and other services in the ordinary course of their business,
for which they would receive customary fees and commissions. In addition, Peter
H. Blum, who serves as a director on the Company's Board of Directors, is also
Co-Chief Executive Officer and Co-President of the Agent. From time to time the
Agent and its affiliates may effect transactions for their own account or the
account of customers, and hold on behalf of themselves or their customers, long
or short positions in the Company's debt or equity securities or loans, and may
do so in the future.
The foregoing description of the Equity Distribution Agreement is not complete
and is qualified in its entirety by reference to the Equity Distribution
Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated
into this Item 1.01 by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On September 25, 2020, the Company and the Agent terminated the amended and
restated equity distribution agreement by and between the Company and the Agent,
dated December 18, 2019 (the "Prior Equity Distribution Agreement"), in
connection with entry into the Equity Distribution Agreement described above in
Item 1.01. All 500,000 shares of Preferred Stock covered by the Prior Equity
Distribution Agreement had been sold prior to its termination.
For a description of the material terms and conditions of the Prior Equity
Distribution Agreement, please see the description of the Prior Equity
Distribution set forth in the Current Report on Form 8-K of the Company filed on
December 18, 2019, which is incorporated into this Item 1.02 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On September 25, 2020, the Company filed a Certificate of Amendment (the
"Certificate of 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 designate an additional 500,000 shares of the
Company's authorized, but unissued, shares of 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"). The Certificate of Amendment became effective upon filing on
September 25, 2020, and upon such effectiveness, the Company was authorized to
issue an aggregate of 1,494,046 shares of Preferred Stock.
The foregoing description of the Certificate of Amendment in not complete and is
qualified in its entirety by reference to the Certificate of Amendment, a copy
of which is attached as Exhibit 3.1 hereto, and the description of the
Certificate of Designations included in the Company's Current Report on Form 8-K
filed with the SEC on August 7, 2020, each of which is incorporated into this
Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
1.1 Equity Distribution Agreement, dated as of September 25, 2020, by and
between MIND Technology, Inc. and Ladenburg Thalmann & Co. Inc.
3.1 Certificate of Amendment of Certificate of Designations,
Preferences and Rights of MIND Technology,
Inc. 9.00% Series A Cumulative
5.1 Opinion of Thompson & Knight LLP
23.1 Consent of Thompson & Knight LLP (included in Exhibit 5.1 hereto)
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