Item 1.01 Entry into a Material Definitive Agreement

On June 16, 2020, SAExploration Holdings, Inc. (the "Company") and certain of its subsidiaries entered into a Fourth Supplemental Indenture (the "Supplemental Indenture") with Wilmington Savings Fund Society, FSB, as trustee, in order to make certain amendments to the senior secured convertible notes indenture (the "2023 Notes Indenture") governing the Company's 6.00% Senior Secured Convertible Notes due 2023 (the "2023 Notes").

Pursuant to the Supplemental Indenture, the 2023 Notes Indenture was amended at the direction and with the consent of all of the holders of the 2023 Notes to, among other things, provide that a fundamental change resulting from the delisting of the Company's common stock from any of the NYSE American, The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, the OTCQX Market or the OTCQB Market (or any of their respective successors) shall not be deemed to have occurred as a result of such delisting until the earlier of (i) August 31, 2020 or (ii) the termination date of the forbearance period set forth in the existing forbearance agreement regarding certain events of default under the 2023 Notes Indenture (the "Fundamental Change Effective Date").

The foregoing description of the Supplemental Indenture is a summary only and is qualified in its entirety by reference to the complete text of the Supplemental Indenture, attached as Exhibit 4.1 hereto.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 15, 2020, the Company received written notice from the Nasdaq Hearings Panel (the "Panel") that the Panel had determined to suspend trading in the Company's common stock at the opening of business on June 17, 2020. The Panel denied the Company's request for an exception to Listing Rule 5550(b)(1), which requires a company to demonstrate at least $2.5 million of stockholders' equity for continued listing on the NASDAQ Capital Market while it implements a plan of compliance. The NASDAQ Stock Market will complete the delisting of the Company's common stock from the NASDAQ Capital Market by filing a Form 25-NSE with the Securities and Exchange Commission (the "SEC").

Following the suspension of trading in the Company's common stock on the NASDAQ Capital Market, trading of the Company's common stock will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Bulletin Board or OTC Markets Pink Open Market. The Company does not expect such transition to the over-the-counter market to have an immediate effect on the Company's business operations. Following such transition to the over-the-counter market, the Company expects to remain a reporting company under the Securities Exchange Act of 1934 and generally to continue to file periodic and other reports with the SEC.

Once the Company's common stock ceases to be listed or quoted on the NASDAQ Capital Market for a period of five consecutive trading days (which period has been extended as a result of the Supplemental Indenture as described above), such event will constitute a "fundamental change" under the terms of the 2023 Notes Indenture on the Fundamental Change Effective Date. In such event, the Company will be required to provide notice (the "Notice") to the holders of the 2023 Notes of such fundamental change on or before the 20th calendar day after the Fundamental Change Effective Date and could be required, at the option of such holders, to repurchase for cash all of their 2023 Notes on the date specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the repurchase date. If the Company is unable to obtain a waiver of this fundamental change from the holders of the 2023 Notes prior to the Fundamental Change Effective Date and if the Company is required by such holders to repurchase some or all of the 2023 Notes for cash, the Company does not expect that it would have sufficient funds to make such repurchase and therefore may need to seek bankruptcy protection, which would have a material adverse effect on the Company's business, financial condition and results of operations.

Following the delisting of the Company's common stock from NASDAQ, if the trading price remains below $5.00 per share, trading in the Company's common stock will also become subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, which require additional disclosure by broker-dealers in connection with any trade involving a stock defined as a "penny stock" (generally, any equity security not listed on a national securities exchange or quoted on NASDAQ that has a market price of less than $5.00 per share, subject to certain exceptions). Brokerage firms may be reluctant to recommend low-priced stocks to their clients. Moreover, various regulations and policies restrict the ability of stockholders to borrow against or "margin" low-priced stocks, and declines in the stock price below certain levels may trigger unexpected margin calls. Additionally, because brokers' commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher priced stocks, the current price of the common stock can



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result in an individual stockholder paying transaction costs that represent a higher percentage of total share value than would be the case if the Company's share price were higher. This factor may also limit the willingness of institutions to purchase the Company's common stock. Finally, the additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from facilitating trades in the Company's common stock, which could severely limit the market liquidity of the stock and the ability of investors to trade the Company's common stock. As a result, the ability of the Company's stockholders to resell their shares of common stock, and the price at which they could sell their shares, could be adversely affected. The delisting of the Company's stock from NASDAQ will also make it more difficult for the Company to raise additional capital.

Item 8.01 Other Events.

On June 11, 2020, the Company was notified that the second year of a three-year contract for onshore data acquisition services to be performed on the North Slope of Alaska was cancelled by the operator due to the COVID-19 coronavirus pandemic and its impact on the worldwide economy and global demand for oil. The Company anticipates being paid a fee due to the cancellation. The Company's work under the second year of the contract was anticipated to be performed primarily during the first quarter of 2021.

Forward-Looking Statements

Except for statements of historical fact, the matters discussed herein are "forward-looking statements" within the meaning of the applicable U.S. federal securities laws. The words "may," "will," "possible," "estimates", "expects," "believes" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements, including statements regarding the possible impact of the matters summarized in this Form 8-K, may or may not be realized, and differences between estimated results and those actually realized may be material.

Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks relating to known and unknown uncertainties, including:



   •  the Company's ability to identify, evaluate and complete any strategic
      alternative with respect to its capital structure;


   •  the impact of the announcement of the Company's review of strategic
      alternatives on the Company's business, including its financial and
      operating results, or its employees, suppliers and customers;


   •  substantial doubt about the Company's ability to continue as a going concern
      as of March 31, 2020;


   •  the impact of the outbreak of the COVID-19 coronavirus on the Company's
      business, financial condition and results of operations;


   •  fluctuations in the levels of exploration and development activity in the
      oil and natural gas industry;


   •  delays, reductions or cancellations of project awards and the Company's
      ability to realize revenue projected in the Company's backlog;


   •  continuing events of default outstanding under the Company's debt
      instruments, including the risk that the holders of the debt take action to
      accelerate the maturity date of the applicable debt and exercise their other
      respective rights and remedies, such as foreclosure, among other things;


   •  risks arising from the holders of the Company's debt taking other actions
      against the Company, including by seeking a bankruptcy filing;


  • the potential need for the Company to seek bankruptcy protection;


   •  the impact of the restatement of the Company's previously issued
      consolidated financial statements;


   •  the identified material weaknesses in the Company's internal control over
      financial reporting and the Company's ability to remediate those material
      weaknesses;


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   •  the outcome of the investigations by the SEC, the DOJ and the DOR with
      respect to the circumstances giving rise to the restatement of the Company's
      previously issued consolidated financial statements, which could include
      sanctions or other actions against the Company and its officers and
      directors, civil lawsuits, and penalties;


   •  the outcome of the Company's internal investigation of the circumstances
      giving rise to the restatement of the Company's previously issued
      consolidated financial statements;


   •  developments with respect to the Alaskan oil and natural gas tax credit
      system that continue to affect the Company's ability to timely monetize tax
      credits, including litigation over the constitutionality of the legislation
      allowing Alaska to sell bonds to purchase tax credit certificates and Alaska
      budget constraints driven primarily by oil prices;


   •  the availability of liquidity and capital resources, including the Company's
      need to obtain additional working capital for upfront expenditures for
      upcoming projects, and the potential impact this has the Company's business
      and competitiveness;


  • risks related to the Company's delisting from the NASDAQ Capital Market;


  • costs and outcomes of pending and future litigation;


   •  the time and expense required for the Company to respond to the SEC, DOJ and
      DOR investigations and for the Company to complete its internal
      investigation, which expenses have been and are likely to continue to be
      material and are likely to have a material adverse impact on the Company's
      cash balance, cash flow and liquidity; and


   •  other risks described more fully in the Company's filings with the
      Securities and Exchange Commission that relate to matters not covered in
      this Current Report on Form 8-K.

Each of these risks, and the known and unknown consequences of these risks, could have a material negative impact on the Company, its business and prospects. As of the date of this Current Report on Form 8-K, the Company cannot make any assurances regarding the impact or outcome of these risks. Forward-looking statements reflect the views of the Company as of the date hereof. The Company does not undertake to revise these statements to reflect subsequent developments, other than in compliance with U.S. federal securities laws and the Company's determination that any such revised disclosure is necessary or advisable to do.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits




  4.1     Fourth Supplemental Indenture, dated as of June 16, 2020, among
        SAExploration Holdings, Inc., the guarantors party thereto and Wilmington
        Savings Fund Society, FSB, as trustee














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