MIND Technology Announces Approval of Preferred Stock Proposal

Rhea-AI Summary

MIND Technology, Inc. (Nasdaq: MIND; MINDP) has announced the approval of its Preferred Stock Proposal at a reconvened virtual special meeting. The proposal allows for the conversion of each share of 9% Series A Cumulative Preferred Stock into 3.9 shares of common stock, at the discretion of the company's Board of Directors. The approval was secured with more than two-thirds of outstanding Preferred Stock votes in favor, with approximately 89% of received votes supporting the proposal.

The Board now has until October 31, 2024, to effect the conversion by filing an amendment with the Delaware Secretary of State. CEO Rob Capps expressed that this approval is a important step for MIND, potentially providing increased flexibility to create value for all stakeholders.

Positive

• Approval of Preferred Stock conversion proposal
• Strong shareholder support with 89% of votes in favor
• Potential for increased financial flexibility

Negative

• Potential dilution of common stock if conversion is implemented

Insights

Financial Analyst

The approval of the Preferred Stock Proposal is a significant development for MIND Technology. This move could substantially improve the company's capital structure and financial flexibility. The potential conversion of preferred stock to common stock at a 3.9:1 ratio could reduce the company's dividend obligations and potentially free up cash for operations or growth initiatives.

However, this conversion would result in dilution for existing common shareholders. The market's reaction to this news will likely depend on how investors weigh the benefits of improved financial flexibility against the dilutive effect. It's important to monitor the Board's decision on whether to proceed with the conversion and assess the impact on MIND's balance sheet and cash flow in the coming quarters.

Corporate Governance Expert

The approval of this proposal demonstrates strong shareholder alignment with management's strategic vision, with 89% of votes cast in favor. This level of support suggests that preferred shareholders see potential upside in holding common stock, possibly indicating confidence in the company's future prospects.

However, the discretionary nature of the conversion, left to the Board's decision, introduces an element of uncertainty. Investors should closely watch for any conflicts of interest in the Board's decision-making process and ensure that the interests of all stakeholders are considered. The October 31, 2024 deadline for conversion provides a clear timeline for the market to anticipate potential changes in the company's capital structure.

THE WOODLANDS, Texas, Aug. 29, 2024 /PRNewswire/ -- MIND Technology, Inc. ("MIND" or the "Company") (Nasdaq: MIND; MINDP) reconvened its virtual special meeting (the "Special Meeting") of holders of its 9% Series A Cumulative Preferred Stock (the "Preferred Stock") today at 9:00 a.m., Central Time.  The Special Meeting was held to approve an amendment to the Certificate of Designations, Preferences and Rights of the Preferred Stock, which provides that each share of Preferred Stock may be converted into 3.9 shares of the Company's common stock, $0.01 par value per share, at the sole discretion of the Company's Board of Directors (the "Preferred Stock Proposal").  At the reconvened meeting, the votes in favor of the Preferred Stock Proposal represented more than two-thirds of the outstanding shares of Preferred Stock and therefore the proposal was approved.

With the passage of the Preferred Stock Proposal, the Company's Board of Directors may effect the conversion of the Preferred Stock into common stock by filing the amendment to the Certificate of Designations, Preferences and Rights of the Preferred Stock with the Delaware Secretary of State at any time prior to October 31, 2024. The Company expects its Board of Directors to consider the merits of the conversion and act promptly.

Rob Capps, President and CEO of MIND, stated, "This approval is an important and exciting step for MIND.  I believe the conversion, should the Board choose to effect it, will provide much needed flexibility which will enable us to provide meaningful value to all our stakeholders. We appreciate the strong support we received from our preferred stockholders. Of the votes received, approximately 89% were in favor of the proposal," concluded Capps.

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.

Contacts:	Rob Capps, President & CEO
	MIND Technology, Inc.
	281-353-4475
	Ken Dennard / Zach Vaughan
	Dennard Lascar Investor Relations
	713-529-6600
	MIND@dennardlascar.com

 

View original content:https://www.prnewswire.com/news-releases/mind-technology-announces-approval-of-preferred-stock-proposal-302234114.html

SOURCE MIND Technology, Inc.

FAQ

What was the outcome of MIND Technology's special meeting on August 29, 2024?

MIND Technology's Preferred Stock Proposal was approved at the reconvened special meeting, allowing for the conversion of Preferred Stock into common stock at the Board's discretion.

How many shares of common stock will each Preferred Stock share convert into for MIND (MINDP)?

Each share of MIND Technology's Preferred Stock (MINDP) may be converted into 3.9 shares of common stock if the Board decides to implement the conversion.

What is the deadline for MIND Technology's Board to effect the Preferred Stock conversion?

MIND Technology's Board of Directors has until October 31, 2024, to effect the conversion of Preferred Stock into common stock by filing the necessary amendment.

What percentage of votes were in favor of MIND's Preferred Stock Proposal?

Approximately 89% of the votes received were in favor of MIND Technology's Preferred Stock Proposal.