Item 1.01. Entry into a Material Definitive Agreement. Equity Distribution Agreement OnSeptember 25, 2020 ,MIND Technology, Inc. (the "Company") entered into an equity distribution agreement (the "Equity Distribution Agreement") withLadenburg 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 theSecurities and Exchange Commission (the "SEC") onSeptember 21, 2020 . The Company is filing a prospectus supplement, datedSeptember 25, 2020 , to the prospectus, with theSEC in connection with the offering and sale by the Company of the Shares.
Relationships
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. OnSeptember 25, 2020 , the Company and the Agent terminated the amended and restated equity distribution agreement by and between the Company and the Agent, datedDecember 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
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. OnSeptember 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 theState 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 theSEC onAugust 7, 2020 (the "Certificate of Designations"). The Certificate of Amendment became effective upon filing onSeptember 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 theSEC onAugust 7, 2020 , each of which is incorporated into this Item 5.03 by reference. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) 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
Preferred Stock 5.1 Opinion ofThompson & Knight LLP 23.1 Consent ofThompson & Knight LLP (included in Exhibit 5.1 hereto)
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