THE
WOODLANDS, Texas, May 29, 2024
/PRNewswire/ -- As previously announced, MIND Technology, Inc.
("MIND" or the "Company") (Nasdaq: MIND; MINDP) will hold a virtual
special meeting of holders of its 9% Series A Cumulative Preferred
Stock (the "preferred stock") on June 13, 2024 to approve an
amendment to the Certificate of Designations, Preferences and
Rights of the Preferred Stock. If approved, the proposed
amendment provides that each share of preferred stock may be
converted into 3.9 shares of common stock, $0.01 par value per share (the "common stock") at
the sole discretion of the Company's Board of Directors at any time
prior to July 31, 2024 (the
"proposal").
Preferred stockholders as of the record date of April 26, 2024 are entitled to vote at a virtual
Special Meeting of Preferred Stockholders to be held June 13, 2024. The affirmative vote of two
thirds (66 2/3%) of the outstanding shares of preferred stock is
required for approval of the proposal. Holders of the Company's
common stock are not entitled to vote at this meeting.
Rob Capps, President and CEO of
MIND, stated, "We are very pleased with the feedback we have
received so far on the proposal and believe the proposal is in the
best interests of all stakeholders in MIND as it provides financial
flexibility and simplifies our capital structure. The
amendment provides the best opportunity to change our capital
structure to take advantage of our improving operations and create
additional value for all stockholders. The continued accrual
of preferred stock dividends creates an 'overhang' which limits our
ability to obtain growth capital and makes us less attractive to
potential partners.
"I urge holders of our preferred stock to vote in favor of this
proposal. Those who hold their shares in street name through a
broker or other nominee are encouraged to contact their broker or
financial advisor regarding how to vote their shares."
A presentation regarding the proposal is available on the
investor relations section of the Company's website and can be
accessed through the following link:
PowerPoint Presentation (mind-technology.com)
About MIND Technology
MIND Technology, Inc. provides technology to the oceanographic,
hydrographic, defense, seismic and security industries.
Headquartered in The Woodlands,
Texas, MIND has a global presence with key operating
locations in the United States,
Singapore, Malaysia, and the United Kingdom. Its
Seamap unit designs, manufactures, and sells specialized, high
performance, marine exploration and survey equipment.
Forward-looking Statements
Certain statements and information in this press release may
constitute "forward-looking
statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release other than statements of historical fact,
including statements regarding our future results of operations and
financial position, our business strategy and plans, our objectives
for future operations, future orders and anticipated delivery of
existing orders, and future payments of dividends are
forward-looking statements. The words
"believe," "expect," "anticipate,"
"plan," "intend," "should," "would,"
"could" or other similar expressions are intended to
identify forward-looking statements, which are generally 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 or
dispositions. 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. These risks and uncertainties include,
without limitation, reductions in our
customers' capital budgets, our own capital budget,
limitations on the availability of capital or higher costs of
capital, volatility in commodity prices for oil and natural
gas.
Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to publicly
update or revise any forward-looking statements after the date they
are made, unless required by law, whether as a result of new
information, future events or otherwise. All forward-looking
statements included in this press release are expressly qualified
in their entirety by the cautionary statements contained or
referred to herein.
Important Additional Information and Where To Find It
MIND has filed with the Securities and Exchange Commission
("SEC") a definitive revised proxy statement on Schedule 14A on
May 8, 2024, with respect to its solicitation of proxies for
the Virtual Special Meeting of Preferred Stockholders (including
any and all adjournments, postponements, continuations, and
reschedulings thereof, the "Special Meeting"). PREFERRED
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
ANY OTHER AMENDMENTS OR SUPPLEMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT MIND'S SOLICITATION. Investors and
security holders may obtain copies of these documents and other
documents filed with the SEC by MIND free of charge through the
website maintained by the SEC at www.sec.gov. The Notice of Virtual
Special Meeting of Preferred Stockholders and our Proxy Statement
for the Special Meeting and Annual Report on Form 10-K for the
fiscal year ended January 31, 2024
are available at
www.viewproxy.com/MINDTechnology/2024
Contacts:
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Rob Capps, President
& CEO
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MIND Technology,
Inc.
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281-353-4475
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Ken Dennard / Zach
Vaughan
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Dennard Lascar Investor
Relations
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713-529-6600
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MIND@dennardlascar.com
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SOURCE MIND Technology, Inc.